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JSL — Audit Report / Information 2025
Apr 10, 2026
52149_rns_2026-04-10_80098a1d-38a8-4262-94b8-145f8252ace5.pdf
Audit Report / Information
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Stock Code:2540
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors' Report
For the Years Ended December 31, 2025 and 2024
Address: 2F, NO.128, Longjiang Road, zhongshan District, Taipei City 104, Taiwan
Telephone: (02)8773-6688
The independent auditors' report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and parent company only financial statements, the Chinese version shall prevail.
2
Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 |
| 3. Independent Auditors’ Report | 3 |
| 4. Balance Sheets | 4 |
| 5. Statements of Comprehensive Income | 5 |
| 6. Statements of Changes in Equity | 6 |
| 7. Statements of Cash Flows | 7 |
| 8. Notes to the Financial Statements | |
| (1) Company history | 8 |
| (2) Approval date and procedures of the financial statements | 8 |
| (3) New standards, amendments and interpretations adopted | 8~10 |
| (4) Summary of material accounting policies | 10~25 |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty | 25~28 |
| (6) Explanation of significant accounts | 28~58 |
| (7) Related-party transactions | 58~69 |
| (8) Pledged assets | 70 |
| (9) Significant contingent liabilities and unrecognized commitments | 70~72 |
| (10) Losses Due to Major Disasters | 72 |
| (11) Subsequent Events | 72 |
| (12) Other | 72~75 |
| (13) Other disclosures | |
| (a) Information on significant transactions | 76~79 |
| (b) Information on investees | 79~80 |
| (c) Information on investment in mainland China | 80 |
| (14) Segment information | 80 |
| 9. List of major account titles | 81~89 |
KPMG
多侯連素群合作計算方法
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.:
Opinion
We have audited the financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:
- Selling real estate properties revenue recognition
Refer to Note 4(o) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; Note 6(w) “Revenues from contracts with customers” for revenue recognition.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
3-1
Description of key audit matter:
The Company’s revenue from selling real estate properties, of which has influence of revenue fluctuation due to impacts of various factors such as overall economic environment, supply and demand and reform of house and land transactions income tax system; to respond to aforementioned changes, the management has set up relevant internal control procedures over income and payment collection. The consolidated service contract income for the year ended December 31, 2025 was amounted to $1,719,216 thousand. The accounting treatment of service contracts involve estimates and judgments; thus, it was continuously considered as significant audit risk for the Company. Consequently, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included the following: Testing the effectiveness of the design and implementing the internal control system of sales revenue; Understanding the effectiveness of the control mechanism for the Company’s real estate sales revenue and collection operations. Also, to spot check the pre-orders forms of on site real estate sales, confirmation on completion of sales contract and site daily report for sales on site, the invoice of marketing planning services, bank transactions records; testing if the accounting treatment adopted for service contract income was in accordance with accounting policies; to sample check on sales transactions for the period before and after the financial reporting date and confirm the related vouchers to assess whether the revenue recognition period is appropriate.
- Revenue recognition of property sales
Refer to Note 4(o) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; for revenue recognition, please refer to note 6(w) Revenue from Contracts with Customers.
Description of key audit matter:
The Company’s revenue from real estate has influence of revenue fluctuation due to macroeconomics, economic conditions, tax policy reform and real estate demands, therefore the management has set up relevant income and collection procedures to countermeasure the aforementioned environmental changes. The revenue from property sales for the year ended December 31, 2025 was amount to $3,987,854 thousand, thus, the appropriateness of recognition of revenue from property sales cast significant impacts on financial report. Consequently, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included understanding the sales revenue of property and lands of the Company and control mechanism of collection procedure as well as testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspection of property and land sales contracts, bank account transaction record, collection record and real estate ownership transfer document and delivery list, etc. In addition, testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.
- Valuation of inventories
Please refer to Note 4(f) and Note 5 for the accounting policy of inventory valuation, as well as the estimation and assumption uncertainty of the valuation of inventory, respectively. Information of estimation of the valuation of inventory are disclosed in Note 6(e) of the financial statements.
KPMG
3-2
Description of key audit matter:
As of December 31, 2025, inventory of the Company (construction industry) was amounted to $39,757,815 thousand, which accounted for 69% of the consolidated total assets, and the inventory amount was presented with lower of cost or net realizable value. The judgment of net realizable value relies on management since the Company focuses on real estate industry, the industry is not only deeply affected by politics, economics, and reform of house and land transactions income tax system, but also an industry that is capital intensive and has long recover period. Consequently, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included the following: understanding the Company’s operating and accounting procedures for inventory valuation.; obtaining the Company management’s data on net realizable value of inventory or individual investment evaluation forms, then sampling these data to review their market prices and comparing with contract prices of recent sales by the Company or the most updated selling prices of nearby properties. Consequently, confirming if the net realizable value of inventory is appropriate.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
KPMG
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chih, Shih-Chin and Huang, Hsin-Ting.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (Note 6(a)) | $ 3,959,112 | 7 | 1,226,252 | 3 |
| 1150 | Notes receivable, net (Notes 6(d) and (w)) | 16,248 | - | 33,887 | - |
| 1170 | Accounts receivable, net (Notes 6(d) and (w)) | 728,768 | 1 | 1,500,646 | 3 |
| 1180 | Accounts receivable due from related parties, net (Notes 6(d), (w) and 7) | 106,252 | - | 212,071 | - |
| 1200 | Other receivables, net | 9,531 | - | 1,529 | - |
| 1210 | Other receivables due from related parties, net (Note 7) | 5,874 | - | 22,179 | - |
| 1320 | Inventories (for construction business), net (Notes 6(e), 7 and 8) | 39,757,815 | 69 | 31,406,322 | 69 |
| 1410 | Total prepayments (Note 6(f)) | 91,988 | - | 54,242 | - |
| 1476 | Other current financial assets (Notes 6(k), 8 and 9) | 4,564,117 | 8 | 4,092,051 | 9 |
| 1479 | Other current assets, others | 133,508 | - | 160,085 | - |
| 1480 | Current assets recognised as incremental costs to obtain contract with customers (Notes 6(k) and 7) | 1,420,490 | 2 | 1,397,194 | 3 |
| 1482 | Current assets recognised from costs to fulfil contracts with customers (Note 6(c)) | 381,957 | 1 | 255,419 | 1 |
| 51,175,660 | 88 | 40,361,877 | 88 | ||
| Non-current assets: | |||||
| 1510 | Total non-current financial assets at fair value through profit or loss (Note 6(b)) | 1,429,640 | 3 | 724,940 | 2 |
| 1517 | Total non-current financial assets at fair value through other comprehensive income (Note 6(c)) | 5,396 | - | 5,396 | - |
| 1550 | Investments accounted for using equity method, net (Note 6(g)) | 2,147,940 | 4 | 685,337 | 2 |
| 1600 | Total property, plant and equipment (Notes 6(h), 7 and 8) | 1,142,254 | 2 | 1,188,086 | 3 |
| 1755 | Right-of-use assets (Notes 6(i), 7 and 8) | 1,017,273 | 2 | 1,084,621 | 2 |
| 1760 | Investment property, net (Notes 6(j), 7 and 8) | 853,180 | 1 | 856,300 | 2 |
| 1780 | Total intangible assets | - | - | 98 | - |
| 1840 | Deferred tax assets (Note 6(s)) | 73,446 | - | 57,194 | - |
| 1980 | Total other non-current financial assets (Notes 6(k) and 8) | 172,784 | - | 461,066 | 1 |
| 1995 | Other non-current assets, others | 255 | - | 255 | - |
| 6,842,168 | 12 | 5,063,293 | 12 | ||
Total assets
$ 58,017,828 100 45,425,170 100
| Liabilities and Equity |
|---|
| Current liabilities: |
| Total short-term borrowings (Note 6(l)) |
| Total short-term notes and bills payable (Note 6(l)) |
| Current contract liabilities (Notes 6(w) and 9) |
| Total notes payable (Note 6(o)) |
| Total accounts payable (Note 6(o)) |
| Total accounts payable to related parties (Notes 6(o) and 7) |
| Total other payables |
| Other payables to related parties (Note 7) |
| Current tax liabilities |
| Current provisions for employee benefits (Note 6(r)) |
| Current lease liabilities (Notes 6(p) and 7) |
| Total advance receipts (Note 7) |
| Bonds payable, current portion (Note 6(n)) |
| Long-term borrowings, current portion (Note 6(m)) |
| Other current liabilities, others |
| Non-Current liabilities: |
| Total bonds payable (Notes 6(n) and 7) |
| Total long-term borrowings (Note 6(m)) |
| Non-current lease liabilities (Notes 6(p) and 7) |
| Guarantee deposits received |
| Other non-current liabilities, others (Notes 6(g) and (j)) |
| Total liabilities |
| Equity attributable to owners of parent (Note 6(t)): |
| Ordinary share |
| Total capital surplus, additional paid-in capital |
| Capital surplus, treasury share transactions |
| Capital surplus, others |
| Total retained earnings |
| Total equity |
| Total liabilities and equity |
| December 31, 2025 |
| --- |
| Amount |
| $ 21,229,735 |
| 2,812,033 |
| 6,421,521 |
| 12,826 |
| 527,649 |
| 939,287 |
| 180,371 |
| 1,759,179 |
| 41,138 |
| 4,757 |
| 44,090 |
| 90,153 |
| 789,000 |
| 60,211 |
| 224,324 |
| 35,136,274 |
| 3,500,000 |
| 1,655,555 |
| 343,124 |
| 31,383 |
| 924,694 |
| 6,454,756 |
| 41,591,030 |
| 9,448,741 |
| 5,551,165 |
| 5,556 |
| 21,875 |
| 1,399,461 |
| 16,426,798 |
| $ 58,017,828 |
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(q), (w) and 7) | $ 5,785,924 | 100 | 6,746,462 | 100 |
| 5000 | Operating costs (Notes 6(e) and 7) | 3,846,181 | 66 | 3,420,279 | 51 |
| Gross profit | 1,939,743 | 34 | 3,326,183 | 49 | |
| Operating expenses (Notes 6(u), (x) and 7): | |||||
| 6100 | Selling expenses | 295,766 | 5 | 333,224 | 5 |
| 6200 | Administrative expenses | 404,088 | 7 | 514,605 | 7 |
| 6450 | Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS (Note 6(d)) | (4,114) | - | (16,487) | - |
| 695,740 | 12 | 831,342 | 12 | ||
| Net operating income | 1,244,003 | 22 | 2,494,841 | 37 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note 6(y)) | 30,468 | - | 22,160 | - |
| 7010 | Other income (Note 6(y)) | 5,604 | - | 3,151 | - |
| 7020 | Other gains and losses (Notes 6(y) and 7) | 369,912 | 6 | 440,267 | 7 |
| 7050 | Finance costs (Notes 6(p), (y) and 7) | (590,022) | (10) | (500,922) | (7) |
| 7070 | Share of profit (loss) of subsidiaries, associates, and joint ventures under the equity method | (250,680) | (4) | (53,608) | (1) |
| (434,718) | (8) | (88,952) | (1) | ||
| 7900 | Profit before tax | 809,285 | 14 | 2,405,889 | 36 |
| 7950 | Less: Income tax expenses (Note 6(s)) | 165,095 | 3 | 503,055 | 8 |
| Profit | 644,190 | 11 | 1,902,834 | 28 | |
| 8300 | Other comprehensive income, net | - | - | - | - |
| Total comprehensive income | $ 644,190 | 11 | 1,902,834 | 28 | |
| Earnings per share (NT dollar) (Note 6(v)) | |||||
| Basic earnings per share (in New Taiwan dollars) | $ | 0.69 | 2.20 | ||
| Diluted earnings per share (in New Taiwan dollars) | $ | 0.69 | 2.19 |
See accompanying notes to parent company only financial statements.
6
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Profit
Other comprehensive income
Total comprehensive income
Earnings appropriation and distribution:
Legal reserve appropriated
Stock dividends of ordinary share
Other changes in capital surplus:
Cash dividends from capital surplus
Stock dividends from capital surplus
Lapsed share options
Issue of shares
Balance at December 31, 2024
Profit
Other comprehensive income
Total comprehensive income
Earnings appropriation and distribution:
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Other changes in capital surplus:
Cash dividends from capital surplus
Stock dividends from capital surplus
Lapsed share options
Issue of shares
Balance at December 31, 2025
| Share capital | Retained earnings | Total equity | ||||
|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus | Legal reserve | Unappropriated retained earnings | |||
| $ 3,916,067 | 2,218,593 | 338,643 | 2,474,916 | 2,813,559 | 8,948,219 | |
| - | - | - | 1,902,834 | 1,902,834 | 1,902,834 | |
| - | - | - | - | - | - | |
| - | - | - | 1,902,834 | 1,902,834 | 1,902,834 | |
| - | - | 150,767 | (150,767) | - | - | |
| 1,666,427 | - | - | (1,666,427) | (1,666,427) | - | |
| - | (624,910) | - | - | - | (624,910) | |
| 416,607 | (416,607) | - | - | - | - | |
| - | 2,285 | - | - | - | 2,285 | |
| 250,000 | 1,777,340 | - | - | - | 2,027,340 | |
| 6,249,101 | 2,956,701 | 489,410 | 2,560,556 | 3,049,966 | 12,255,768 | |
| - | - | - | 644,190 | 644,190 | 644,190 | |
| - | - | - | - | - | - | |
| - | - | - | 644,190 | 644,190 | 644,190 | |
| - | - | 190,283 | (190,283) | - | - | |
| - | - | - | (269,964) | (269,964) | (269,964) | |
| 2,024,731 | - | - | (2,024,731) | (2,024,731) | - | |
| - | (404,946) | - | - | - | (404,946) | |
| 674,909 | (674,909) | - | - | - | - | |
| - | 15,184 | - | - | - | 15,184 | |
| 500,000 | 3,686,566 | - | - | - | 4,186,566 | |
| $ 9,448,741 | 5,578,596 | 679,693 | 719,768 | 1,399,461 | 16,426,798 |
See accompanying notes to parent company only financial statements.
7
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 809,285 | 2,405,889 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 119,702 | 80,547 |
| Amortization expense | 98 | 291 |
| Provision (reversal of provision) for bad debt expense | (4,114) | (16,487) |
| Net gain on financial assets or liabilities at fair value through profit or loss | (240,687) | (175,226) |
| Interest expense | 590,022 | 500,922 |
| Interest income | (30,468) | (22,160) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | 250,680 | 53,608 |
| Gain on modification of leases | (360) | (13) |
| Dividend Revenue | (2,692) | (20) |
| Share-based payment transitions | 7,887 | 7,497 |
| Total adjustments to reconcile profit | 690,068 | 428,959 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| (Increase) decrease in current financial assets at fair value through profit or loss | (2,573) | 44 |
| Decrease in notes accounts receivable, net | 17,639 | 4,311 |
| Decrease in accounts receivable | 777,571 | 464,807 |
| Decrease (increase) in accounts receivable due from related parties | 105,819 | (99,527) |
| Increase in other receivable | (8,002) | (1,298) |
| Decrease in other receivable due from related parties | 16,305 | 6,697 |
| Increase in inventories | (8,004,910) | (8,471,120) |
| (Increase) decrease in prepayments | (37,746) | 41,050 |
| Increase in other current financial assets | (471,987) | (1,569,757) |
| Decrease (increase) in other current assets | 26,577 | (61,338) |
| Increase in assets recognised as incremental costs to obtain contract with customers | (23,296) | (996,104) |
| Increase in assets recognised from costs to fulfil contracts with customers | (126,538) | (38,693) |
| Total changes in operating assets | (7,731,141) | (10,720,928) |
| Changes in operating liabilities: | ||
| Increase in contract liabilities | 120,451 | 2,854,415 |
| (Decrease) increase in notes payable | (15,950) | 14,344 |
| Decrease in accounts payable | (363,315) | (195,670) |
| Increase (decrease) in accounts payable to related parties | 647,029 | (218,720) |
| (Decrease) increase in other payables | (259,639) | 94,948 |
| (Decrease) increase in other payable to related parties | (246,273) | 511,120 |
| Increase in advance receipts | 90,153 | - |
| (Decrease) increase in provisions for employee benefits | (1,335) | 1,685 |
| Increase in other current liabilities | 5,253 | 168,297 |
| Total changes in operating liabilities | (23,626) | 3,230,419 |
| Total changes in operating assets and liabilities | (7,754,767) | (7,490,509) |
| Total adjustments | (7,064,699) | (7,061,550) |
| Cash outflow generated from operations | (6,255,414) | (4,655,661) |
| Interest received | 28,810 | 20,910 |
| Interest paid | (951,069) | (694,648) |
| Income taxes paid | (477,091) | (509,890) |
| Net cash outflows used in operating activities | (7,654,764) | (5,839,289) |
7-1
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statements of Cash Flows (CONT'D)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the year ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from investing activities: | ||
| Acquisition of non-current financial assets designated at fair value through profit or loss | (461,440) | (150,000) |
| Acquisition of investments accounted for using equity method | (1,580,000) | - |
| Acquisition of property, plant and equipment | (2,641) | (375,419) |
| Acquisition of intangible assets | - | (183) |
| Decrease (increase) in other non-current financial assets | 288,282 | (76,355) |
| Dividends received | 585,596 | 158,902 |
| Net cash outflows used in investing activities | (1,170,203) | (443,055) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 13,598,470 | 10,474,050 |
| Decrease in short-term loans | (8,627,428) | (5,472,929) |
| Increase in short-term notes and bills payable | 16,996,300 | 10,753,100 |
| Decrease in short-term notes and bills payable | (17,129,500) | (9,799,100) |
| Proceeds from issuing bonds | 3,000,000 | 500,000 |
| Repayments of bonds | (840,500) | (640,500) |
| Proceeds from long-term debt | 660,480 | 712,179 |
| Repayments of long-term debt | (208,014) | (934,815) |
| Increase in guarantee deposits received | 14 | - |
| Increase (decrease) in other payables to related parties | 680,000 | (140,000) |
| Payment of lease liabilities | (47,085) | (32,810) |
| Cash dividends paid | (674,910) | (624,910) |
| Proceeds from issuing shares | 4,150,000 | 2,000,000 |
| Net cash inflows generated from financing activities | 11,557,827 | 6,794,265 |
| Net Increase in cash and cash equivalents | 2,732,860 | 511,921 |
| Cash and cash equivalents at the beginning of the year | 1,226,252 | 714,331 |
| Cash and cash equivalents at the end of the year | $ 3,959,112 | 1,226,252 |
See accompanying notes to parent company only financial statements.
8
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. (the "Company") was incorporated on June 1986 as a company limited by shares under the laws of the Republic of China ("R.O.C.") and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company's registered office is 2F, NO.128, Longjiang Road, zhongshan District, Taipei City 104, Taiwan. On June 24, 2013, the resolution of the ordinary shareholders' meeting was passed and approved by the Ministry of Economic Affairs on July 5, 2013 to change the name of the company, formerly known as "Kim Shangchang Development Co., Ltd" to "JSL CONSTRUCTION & DEVELOPMENT CO., LTD." The principal activities of the Company are real estate agents and sellers, to commission construction companies for the construction of national housing, commercial building for rental leases and sales, trading of building materials and operation of interior decoration.
(2) Approval date and procedures of the financial statements:
The parent company only financial statements were authorized for issuance by the Board of Directors on March 9, 2026.
(3) New standards, amendments and interpretations adopted:
(a) The impact of the IFRS Accounting Standards endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2025:
- Amendments to IAS21 "Lack of Exchangeability"
- Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” regarding the application guidance requirements for Section 4.1 of IFRS 9 and the related disclosure requirements of IFRS 7
(b) The impact of IFRS Accounting Standards endorsed by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2026, would not have a significant impact on its financial statements:
- IFRS 17 "Insurance Contracts" and amendments to IFRS 17 "Insurance Contracts"
- Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” regarding the application guidance requirements for Sections 3.1 and 3.3 of IFRS 9 and the related disclosure requirements of IFRS 7
- Annual Improvements to IFRS Accounting Standards—Volume 11
- Amendments to IFRS 9 and IFRS 7 "Contracts Referencing Nature-dependent Electricity"
(Continued)
9
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(c) The impact of IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations | Content of amendment | Effective date per IASB |
|---|---|---|
| IFRS 18 “Presentation and Disclosure in Financial Statements” | The new standard introduces three categories of income and expenses, two income statement subtotals and one single note on management performance measures. The three amendments, combined with enhanced guidance on how to disaggregate information, set the stage for better and more consistent information for users, and will affect all the entities. |
• A more structured income statement: under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities.
• Management performance measures (MPMs): the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards.
• Greater disaggregation of information: the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. | January 1, 2027
note: On September 25, 2025, the FSC issued a press release announcing that Taiwan will adopt IFRS 18 beginning in 2028. Entities that need to adopt the new standard earlier may do with the endorsement of the FSC. |
(Continued)
10
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The Company is evaluating the impact on its financial position and financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.
The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:
- Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
- IFRS 19 “Subsidiaries without Public Accountability: Disclosures” and amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
- Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency”
(4) Summary of material accounting policies:
The material accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
(a) Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the Regulations) and the International Financial Reporting Standard. (altogether referred to “IFRS Accounting Standards” endorsed by the “FSC”)
(b) Basis of preparation
(i) Basis of measurement
Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:
1) Financial instruments at fair value through profit or loss are measured at fair value;
2) Financial assets at fair value through other comprehensive income are measured at fair value
(ii) Functional and presentation currency
The functional currency of each Company entity is determined based on the primary economic environment in which the entity operates. The parent company only financial statements are presented in New Taiwan dollars (NTD), which is the Company’s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(Continued)
11
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(c) Classification of current and non-current assets and liabilities
The Company classifies the asset as current under one of the following criteria, and all other assets are classified as non current.
(i) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;
(ii) It holds the asset primarily for the purpose of trading;
(iii) It expects to realize the asset within twelve months after the reporting period; or
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Company classifies the liability as current under one of the following criteria, and all other liabilities are classified as non current.
(i) It expects to settle the liability in its normal operating cycle;
(ii) It holds the liability primarily for the purpose of trading
(iii) The liability is due to be settled within twelve months after the reporting period; or
(iv) It does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
(d) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are shortterm, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting shortterm cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
(e) Financial instruments
Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(Continued)
12
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset measured at amortized cost is initially recognized at fair value, plus/minus the cumulative amortization using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
2) Fair value through other comprehensive income (FVOCI)
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date that the Company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.
3) Fair value through profit or loss (FVTPL)
All financial assets not classified as measured at amortized cost or at FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
(Continued)
13
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
4) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets).
The Company measures loss allowances at an amount equal to lifetime expected credit loss (“ECL”), except for the following which are measured as 12-month ECL:
- debt securities that are determined to have low credit risk at the reporting date; and
- other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- a breach of contract such as a default or being more than 180 days past due;
- the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
(Continued)
14
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
- it is probable that the borrower will enter bankruptcy or other financial reorganization; or
- the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off either partially or in full to the extent that there is no realistic prospect of recovery. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
5) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
When the Company enters into transactions whereby it transfers assets but retains either all or substantially all of the risks and rewards of the assets, the transferred assets are not derecognized from statement of balance sheet.
(ii) Financial liabilities and equity instruments
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
(Continued)
15
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
3) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
4) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
5) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(f) Inventories
(i) Selling
Contract costs
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria: the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify; the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
(Continued)
16
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ii) Construction
The cost of inventories shall comprise all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The real estate development costs include construction costs, land costs, borrowing costs, and project costs incurred during the development period. When completion, construction in progress is carried over to buildings and land held for sale. Then, it is amortized over either by income approach or built-up area approach (units of ping). The real estate development costs proportionate to the sale are carried forward to the operating cost. Subsequently, measure the lower of cost and net realizable value. When the cost of inventories is higher than the net realizable value, it should be offset against the cost to net realizable value, and the amount of inventory should be recognized as cost of goods sold in the current period. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The measurements of net realizable value are as below:
1) Construction Site: Net realizable value is by referring to the estimate made by the competent authorities in accordance with the prevailing market conditions.
2) Construction in progress: Net realizable value is the estimated selling price (based on current market condition) in the ordinary course of business, less the estimated costs of sales, as well as cost and selling expenses for completion of work.
3) Buildings and land held for sale: the net realizable value is the estimated price (based on the market condition), less, the estimated selling expenses during the sales.
(g) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or join control over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses.
The financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual controlling power.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.
When the Company’s share of losses exceeds its interests in an associate, the carrying amount of the investment, including any long term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent the Company has an obligation or has made payments on behalf of its associates.
(Continued)
17
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(h) Investment in subsidiaries
The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the parent company only financial statements. Under equity method, the net income, other comprehensive income and equity in the parent company only financial statement are the same as those attributable to the owners of parent in the financial statements.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(i) Joint Arrangements
A joint arrangement is an arrangement of which two or more parties have joint control. The IFRS classifies joint arrangements into two types — joint operations and joint ventures, which have the following characteristics: (a) the parties are bound by a contractual arrangement; and (b) the contractual arrangement gives two or more of those parties joint control of the arrangement. IFRS 11 “Joint Arrangements” defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (ie activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.
A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard. Please refer to note X for the application of the equity method.
When assessing the classification of a joint arrangement, the Group considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.
(j) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
(Continued)
18
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(k) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straightline basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
1) Buildings 3~50 years
2) Office equipment 3~5 years
3) Leasehold improvement 3 years
4) Transportation equipment 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(l) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(Continued)
19
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(i) As a leasee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
1) fixed payments, including in-substance fixed payments;
2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
3) amounts expected to be payable under a residual value guarantee; and
4) payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
1) there is a change in future lease payments arising from the change in an index or rate; or
2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or
3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
4) there is a change in the lease term resulting from a change of the Company’s assessment on whether it will exercise an extension or termination option; or
5) there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
(Continued)
20
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the balance sheets.
The Company has elected not to recognize right of use assets and lease liabilities for short term leases of office equipment of low value assets, The Company recognizes the lease payments associated with these leases as an expense on a straight line basis over the lease term.
For sale and leaseback transactions, the Company applies the requirements for determining when a performance obligation is satisfied in IFRS15 to determine whether the transfer of an asset is accounted for as a sale of the asset. If the transfer of an asset satisfies the requirement of IFRS15 to be accounted for as a sale of the asset, the Company derecognizes the transferred asset, then measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained. Accordingly, the Company recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. For leaseback transaction, the Company applies the lessee accounting policy. If the transfer of an asset does not satisfy the requirement of IFRS15 to be accounted for as a sale of the asset, the Company continues to recognize the transferred asset and recognizes the financial liability equal to the transfer proceeds.
(ii) As a leasor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
The Company recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs incurred in negotiating and arranging an operating lease is added to the net investment of the leased asset. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.
(Continued)
21
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(m) Intangible assets
(i) Recognition and measurement
Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
1) Software
3 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(n) Impairment of non financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
(Continued)
22
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(o) Revenue recognition
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
1) Land development and sale of real estate
The Company develops and sells residential properties and usually sales properties in advance during construction or before construction begins. Revenue is recognized when control over the properties has been transferred to the customer. Therefore, revenue is recognized at a point in time when the legal title has passed to the customer and the transfer of properties to the customer is complete. If the Company only meets one of the two criteria at the reporting date, the revenue is recognized as well.
The revenue is measured at the transaction price agreed under the contract. For sale of readily available house, in most cases, the consideration is due when legal title of a property has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is, therefore not adjusted for the effects of a significant financing component. For pre-selling properties, the consideration is usually received by installment during the period from contract inception until the transfer of properties to the customer. If the contract includes a significant financing component, the transaction price will be adjusted for the effects of the time value of money during the period, using the specific borrowing rate of the construction project. Receipt of a prepayment from a customer is recognized as contract liability. Interest expense and contract liability are recognized when adjusting the effects of the time value of money. Accumulated amount of contract liability is recognized as revenue when control over the property has been transferred to the customer.
(Continued)
23
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
2) Revenue from service rendered
The Company engaged in real estate sales and brokerage and recognized related revenue during the financial reporting period for the provision of services. Fixed price contracts recognized revenue based on the actual service provided per the contract as of the reporting date. The consideration promised in the contract includes fixed and variable amounts. The customer pays the fixed amount based on a payment schedule. Certain variable considerations are estimated by the most probable amount (such as bonus for higher closing price). The Company recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Company has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.
The customer pays the fixed amount based on a payment schedule. If the services rendered by the Company exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
3) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(ii) Contract costs
1) Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred, regardless of whether the contract was obtained, shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
(Continued)
24
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(p) Employee benefits
(i) Defined contribution plans
Obligations for contributions to the defined contribution plans are expensed as related services are provided.
(ii) Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed during the period in which employees render services.
A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(q) Share-based payment
The Company’s proceeds from issuing shares shall, in accordance with the requirements, retain the shares subscribed by the Company and the Company’s affiliated companies and shall measure the fair value of the equity instruments given at the grant date.
The share-based payment date of the Company’s is the date on which the enterprise confirms the number of shares subscribed by its employees, and the payment of such share base is immediately vested. The Company shall recognize the salary expense on the grant date and estimate the fair value of the share option using option pricing model.
(r) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to the temporary differences between the carrying amounts of assets and liabilities for reporting purposes and their respective tax bases. Deferred taxes are not recognized for the following exceptions:
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and deductible temporary differences;
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
(Continued)
25
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for unused tax losses, tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
(i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
1) the same taxable entity; or
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(s) Earnings per share
The basic and diluted EPS attributable to shareholders of the Company are disclosed in the financial statements. Basic earnings per share is calculated as the profit attributable to the ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potential dilutive ordinary shares. Dilutive potential ordinary shares comprise accrued employee remuneration.
(t) Operating segments
Segment information was disclosed in consolidated financial statements; therefore, it was not disclosed in the parent company only financial statement.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
In preparing these financial statements, management has made judgments and estimates about the future, including climate-related risks and opportunities, that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Company's risk management and climate-related commitments where appropriate. Revisions to estimates are recognized prospectively in the period of the change and future periods.
(Continued)
26
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
(a) Classification of investment property
The Company leases vacant shopping malls, stores and offices but recognize the assets as investment property rather than lease assets under property, plant and equipment because of its intention to gain long-term capital appreciation or to earn rent income.
(b) Lease term
The Company determines the lease term as the non-cancellable period of the lease, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably not to exercise that option. In assessing whether a lessee is reasonably to exercise the options, the Company considers all relevant facts and circumstances that create an economic incentive for the lessee. The Company reassesses whether it is reasonably certain to exercise an extension option or not to exercise the option upon the occurrence of either a significant event or a significant change in circumstances that is within the control of the lessee. If there is a change in the lease term, the Company recognizes the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Please refer to Note 6(i).
(c) Identifying a lease
The Company leases superficies, land lot of the construction, joint sales center and official cars. The contract involves an identified asset, so the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use. The Company has the right to direct the use of the identified asset throughout the period of use. Accordingly, the Company recognize the said contract as lease. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For the details, please refer to Note 6(i).
(d) Classification of joint arrangements
SHAN LIN HUI DEVELOPMENT CO., LTD. is structured as a separate vehicle, and the Company has a residual interest in the net assets of SHAN LIN HUI DEVELOPMENT CO., LTD. Accordingly, the Company has classified its interest in SHAN LIN HUI DEVELOPMENT CO., LTD. as a joint venture. Please refer to Note 6(g).
(e) Assessment of whether the Company has substantive control over the investee
The Company holds 47% of the voting shares of HUAN YU SHANG CHENG INVESTMENT CO., LTD. and is its single largest shareholder. Although the remaining 53% of the shares are not held by any concentrated group of shareholders, the Company is unable to obtain a majority of the board seats of HUAN YU SHANG CHENG INVESTMENT CO., LTD., nor does it hold more than half of the voting rights of the shareholders present at the shareholders' meetings. Accordingly, the Company concluded that it has significant influence, rather than control, over HUAN YU SHANG CHENG INVESTMENT CO., LTD. Please refer to Note 6(g).
(Continued)
27
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:
(a) The loss allowance of trade receivable
The Company has estimated the loss allowance of trade receivables that is based on the risk of a default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The relevant assumptions and input values, please refer to Note 6(d).
(b) Inventory valuation
As inventories are stated at the lower of cost or net realizable value, The Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. Due to the rapid industrial transformation, and impacts of politics, economics, and reform of house and land transactions income tax system, there may be significant changes in the net realizable value of inventories, which is estimated on the basis of current market condition. Refer to Note 6(e) for further description of the valuation of inventories.
(c) Recognition of deferred tax assets
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which those deferred tax assets can be utilized. The Company assesses the realization of deferred income tax assets based on assumptions such as expected future revenue growth, profit margin, tax exemption period, available income tax offsets and tax planning. Changes in the economic environment, industry trends, and relevant laws and regulations may result in adjustments to the deferred tax assets. Refer to Note 6(s) for further description of the estimation of deferred tax assets.
(d) Revenue recognition
Service contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The Company estimates the total contract revenue by taking into account each product positioning, pricing strategy and real estate business dynamic. In addition, the Company estimates the cost to fulfill a contract by taking into account such factors as sales method, expected contract items and amounts. If there are changes in situations, the estimates of revenue, cost and percentage of completion should be modified. Changes in aforementioned estimates might cause significant adjustment in the revenue, cost and percentage of completion and related profits from construction contracts. Refer to Note 6(w) for further description of the revenue recognition.
Valuation procedure
The Company evaluates its assets and liabilities using the observable market inputs. The different inputs of levels of fair value hierarchy in determination of fair value are as follows:
(a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
(Continued)
28
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
(c) Level 3: inputs for the assets or liability that are not based on observable market data.
The transfer policy between fair value levels.
If there is any movement of financial instruments measured at fair value between Level 1, Level 2, and Level 3, the Company recognizes the movement at the reporting date.
Please refer to Note 6(z) for assumptions used in measuring fair value.
(6) Explanation of significant accounts:
(a) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand and petty cash | $ 6,624 | 5,094 |
| Demand deposits | 3,952,118 | 1,220,839 |
| Checking account deposits | 370 | 319 |
| Cash and cash equivalents in the statement of cash flows | $ 3,959,112 | 1,226,252 |
Please refer to Note 6(z) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.
(b) Financial assets and liabilities at fair value through profit or loss
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Domestic unlisted common shares - Preference share class A | $ 269,570 | 253,820 |
| Domestic unlisted common shares - Preference share class B | 285,930 | 269,210 |
| Domestic unlisted common shares - Preference share class C | 214,440 | 201,910 |
| Domestic unlisted common shares - Preference share class D | 428,900 | - |
| Domestic unlisted common shares - Preference share class E | 230,800 | - |
| $ 1,429,640 | 724,940 |
(i) The financial assets mentioned above were not pledged as collateral.
(ii) Please refer to Note 6(y) for the amounts measured at fair value through profit or loss.
(iii) During the years ended December 31, 2025 and 2024, the dividends were $2,680 thousand and $0, related to equity investments at FVTPL held were recognized.
(Continued)
29
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(c) Financial assets at fair value through other comprehensive income
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Equity investments at fair value through other comprehensive income: | ||
| Unlisted common shares | $ 5,396 | 5,396 |
(i) Equity investments at fair value through other comprehensive income
The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purposes.
(ii) For credit risk (including the impairment of debt investments) and market risk, please refer to Note 6(z).
(iii) The aforementioned financial assets were not pledged as collateral.
(iv) During the years ended December 31, 2025 and 2024, the dividends were $12 thousand and $20 thousand, related to equity investments at FVOCI held were recognized.
(d) Notes and accounts receivables (including related parties)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable—from operating activities | $ 16,248 | 33,887 |
| Accounts receivable—measured at amortized cost | 752,420 | 1,528,412 |
| Accounts receivable due from—related parties—measured at amortized cost | 106,252 | 212,071 |
| Less: Loss allowance | (23,652) | (27,766) |
| $ 851,268 | 1,746,604 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| December 31, 2025 | |||
|---|---|---|---|
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
| Current | $ 849,381 | 1.69% | 14,327 |
| Less than 30 days past due | 11,936 | 25.57% | 3,052 |
| 31~60 days past due | 10,317 | 35.88% | 3,701 |
| 91~180 days past due | 3,089 | 76.89% | 2,375 |
| More than 181 days past due | 197 | 100% | 197 |
| $ 874,920 | 23,652 |
(Continued)
30
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| December 31, 2024 | |||
|---|---|---|---|
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
| Current | $ 1,657,166 | 0.95% | 13,816 |
| Less than 30 days past due | 65,004 | 5.16% | 3,355 |
| 31~60 days past due | 8,035 | 8.86% | 712 |
| 61~90 days past due | 44,165 | 22.38% | 9,883 |
| $ 1,774,370 | 27,766 |
The movement in the allowance for notes and trade receivables were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at January 1 | $ 27,766 | 44,253 |
| Impairment reversed recognized | (4,114) | (16,487) |
| Balance at December 31 | $ 23,652 | 27,766 |
(e) Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Selling: | ||
| Costs to fulfill a contract | $ 381,957 | 255,419 |
| Construction industry: | ||
| Prepayment for land purchases | 525,085 | 1,236,568 |
| Land held for construction site | 11,595,542 | 9,058,793 |
| Construction in progress | 25,263,913 | 19,772,864 |
| Buildings and land held for sale | 2,373,275 | 1,338,097 |
| Subtotal | 39,757,815 | 31,406,322 |
| Total | $ 40,139,772 | 31,661,741 |
(i) For the years ended December 31, 2025 and 2024, the cost of inventory recognized as the cost of goods sold and expenses amounted to $3,846,181 thousand and $3,420,279 thousand, respectively.
(ii) The Company hadn't recognized loss on inventory write down and reversal of inventory write down in 2025 and 2024.
(iii) Please refer to Note 6(y) for the capitalization of interest of construction in progress for the years ended December 31, 2025 and 2024.
(iv) For the information on inventories pledged as collateral, as of December 31, 2025 and 2024, please refer to Note 8 for details.
(Continued)
31
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(v) The Company’s inventories were pledged as collateral to other related parties, as of December 31, 2025, please refer to Note 7 for details.
(vi) The Company has acquired 5 land in Fuxing section, Emei Township, Hsinchu country, 9 land in Ganlin section, Xinbei country and 51 land in Baoxiang section, Hsinchu county, but such land are classified as farmland and are registered under the name of another person. A real estate entrust contract are entered and commercial papers of an equivalent amount are pledged to the Company. Please refer to Note 7 for details.
(f) Prepayments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Business tax carry forward | $ 50,530 | 23,841 |
| Prepayments (selling) | 15,771 | 13,034 |
| Prepayments (construction) | 167 | 264 |
| Others | 25,520 | 17,103 |
| $ 91,988 | 54,242 |
(g) Investments accounted for using equity method / Other non-current liabilities, others
A summary of The Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Subsidiaries | $ 969,018 | 685,337 |
| Joint ventures | 248,098 | - |
| Associates | 930,824 | - |
| $ 2,147,940 | 685,337 | |
| Other non-current liabilities, subsidiaries | $ 874,694 | 202,370 |
(i) Subsidiaries
Please refer to the consolidated financial statements for the year ended December 31, 2025.
(ii) Joint ventures
On February 10, 2025, the Company and the other investors entered into a joint venture agreement. As the Company holds residual interests in the net assets of SHAN LIN HUI DEVELOPMENT CO., LTD., the arrangement is classified as a joint venture and is accounted for using the equity method.
(Continued)
32
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The following table summarizes the financial information of SHAN LIN HUI DEVELOPMENT CO., LTD. as included in its own financial statements. The table also reconciles the summarized financial information to the carrying amount of the Company’s interest in SHAN LIN HUI DEVELOPMENT CO., LTD.
| December 31, 2025 | |
|---|---|
| Percentage ownership interest | 50 % |
| Current assets | $ 499,439 |
| Current liabilities | 3,244 |
| Net assets | $ 496,195 |
| Cash and cash equivalents | $ 86,586 |
| Company’s share of net assets | $ 248,098 |
| 2025 | |
| Revenue | $ - |
| Loss from continuing operations | $ (3,805) |
| Other comprehensive income | - |
| Comprehensive income | $ (3,805) |
| Company’s share of profit and total comprehensive income | $ (1,902) |
(iii) Associates
Associates which are material to the Company consisted of the followings:
| Name of Associates | Nature of Relationship with the Group | Main operating location/ Registered Country of the Company | Proportion of shareholding and voting rights December 31, 2025 |
|---|---|---|---|
| HUAN YU | Its principal activities include investing | TW | 47 % |
| SHANG CHENG | in and developing real estate for sale and lease, and it serves as a strategic alliance for the Company’s property development and investment projects. | ||
| INVESTMENT CO., LTD. |
(Continued)
33
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The following consolidated financial information of significant associates has been adjusted according to individually prepared IFRS financial statements of these associates:
| December 31, 2025 | |
|---|---|
| Current assets | $ 1,986,102 |
| Current liabilities | 5,626 |
| Net assets | $ 1,980,476 |
| Net assets attributable to non-controlling interests | $ 1,049,652 |
| Net assets attributable to the owners of the investee | $ 930,824 |
| 2025 | |
| Operating revenue | $ - |
| Loss from continuing operations | $ (19,523) |
| Other comprehensive income | - |
| Total comprehensive income | $ (19,523) |
| Comprehensive loss attributable to non-controlling interests | $ (10,347) |
| Comprehensive loss attributable to the owners of the investee | $ (9,176) |
(iv) Pledge to secure
As of December 31, 2025 and 2024, the investments accounted for using equity method were not pledged as collateral for long term borrowings and financing facilities.
(h) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2025 and 2024 were as follows:
| Land | Buildings and Construction | Office equipment | Leasehold improvements | Transportation equipment | Construction in progress | Total | |
|---|---|---|---|---|---|---|---|
| Cost or deemed cost: | |||||||
| Balance at January 1, 2025 | $ 17,700 | 1,188,962 | 8,214 | 34,656 | 8,182 | - | 1,257,714 |
| Additions | - | - | - | 2,641 | - | - | 2,641 |
| Balance at December 31, 2025 | $ 17,700 | 1,188,962 | 8,214 | 37,297 | 8,182 | - | 1,260,355 |
| Balance at January 1, 2024 | $ 17,700 | 816,679 | 5,145 | 34,656 | 8,182 | - | 882,362 |
| Additions | - | - | 3,136 | - | - | 372,283 | 375,419 |
| Reclassified to investment property | - | 372,283 | - | - | - | (372,283) | - |
| Disposals | - | - | (67) | - | - | - | (67) |
| Balance at December 31, 2024 | $ 17,700 | 1,188,962 | 8,214 | 34,656 | 8,182 | - | 1,257,714 |
| Depreciation and impairment losses: | |||||||
| Balance at January 1, 2025 | $ - | 26,719 | 4,554 | 34,656 | 3,699 | - | 69,628 |
| Depreciation | - | 45,257 | 1,319 | 534 | 1,363 | - | 48,473 |
| Balance at December 31, 2025 | $ - | 71,976 | 5,873 | 35,190 | 5,062 | - | 118,101 |
| Balance at January 1, 2024 | $ - | 6,281 | 3,289 | 34,656 | 2,336 | - | 46,562 |
| Depreciation | - | 20,438 | 1,332 | - | 1,363 | - | 23,133 |
| Disposals | - | - | (67) | - | - | - | (67) |
| Balance at December 31, 2024 | $ - | 26,719 | 4,554 | 34,656 | 3,699 | - | 69,628 |
(Continued)
34
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Land | Buildings and Construction | Office equipment | Leasehold improvements | Transportation equipment | Construction in progress | Total | |
|---|---|---|---|---|---|---|---|
| Book value: | |||||||
| Balance at December 31, 2025 | $ 17,700 | 1,116,986 | 2,341 | 2,107 | 3,120 | - | 1,142,254 |
| Balance on January 1, 2024 | $ 17,700 | 810,398 | 1,856 | - | 5,846 | - | 835,800 |
| Balance on December 31, 2024 | $ 17,700 | 1,162,243 | 3,660 | - | 4,483 | - | 1,188,086 |
Please refer to Note 8 for the property, plant and equipment pledged as collateral for long-term borrowings and financing facilities as of December 31, 2025 and 2024.
(i) Right-of-use assets
The Company leases many assets including superficies, land, buildings and vehicles. Information about leases for which the Company as a lessee is presented below:
| Superficies | Land | Buildings and Construction | Transportation equipment | Total | |
|---|---|---|---|---|---|
| Cost: | |||||
| Balance at January 1, 2025 | $ 1,108,452 | 42,194 | 123,686 | 6,395 | 1,280,727 |
| Additions | - | - | 10,764 | 3,639 | 14,403 |
| Rental Adjustment | (3,520) | - | - | - | (3,520) |
| Maturity year | - | (7,275) | - | (3,572) | (10,847) |
| Early termination | - | (9,911) | (9,168) | - | (19,079) |
| Balance at December 31, 2025 | $ 1,104,932 | 25,008 | 125,282 | 6,462 | 1,261,684 |
| Balance at January 1, 2024 | $ 1,102,792 | 22,380 | 78,416 | 10,316 | 1,213,904 |
| Additions | - | 29,503 | 45,270 | - | 74,773 |
| Rental Adjustment | 5,660 | - | - | (138) | 5,522 |
| Maturity year | - | (7,580) | - | (3,783) | (11,363) |
| Early termination | - | (2,109) | - | - | (2,109) |
| Balance at December 31, 2024 | $ 1,108,452 | 42,194 | 123,686 | 6,395 | 1,280,727 |
| Accumulated depreciation and impairment losses: | |||||
| Balance at January 1, 2025 | $ 148,201 | 12,809 | 30,869 | 4,227 | 196,106 |
| Maturity year | - | (7,275) | - | (3,572) | (10,847) |
| Depreciation for the year | 24,489 | 11,950 | 28,929 | 2,741 | 68,109 |
| Early termination | - | (3,304) | (5,653) | - | (8,957) |
| Balance at December 31, 2025 | $ 172,690 | 14,180 | 54,145 | 3,396 | 244,411 |
| Balance at January 1, 2024 | $ 123,622 | 10,126 | 14,972 | 5,598 | 154,318 |
| Maturity year | - | (7,580) | - | (3,783) | (11,363) |
| Depreciation for the year | 24,579 | 11,406 | 15,897 | 2,412 | 54,294 |
| Early termination | - | (1,143) | - | - | (1,143) |
| Balance at December 31, 2024 | $ 148,201 | 12,809 | 30,869 | 4,227 | 196,106 |
| Book value: | |||||
| Balance at December 31, 2025 | $ 932,242 | 10,828 | 71,137 | 3,066 | 1,017,273 |
| Balance at December 31, 2024 | $ 960,251 | 29,385 | 92,817 | 2,168 | 1,084,621 |
| Balance at January 1, 2024 | $ 979,170 | 12,254 | 63,444 | 4,718 | 1,059,586 |
(Continued)
35
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
As of December 31, 2025 and 2024, the right-of-use asset were pledged as collateral for long term borrowings, please refer to Note 8.
(j) Investment property
Investment property including assets owned by the Company.
The cost and accumulated depreciation of the investment property for the years ended December 31, 2025 and 2024, were as follows:
| Owned property | Total | ||
|---|---|---|---|
| Land and improvements | Buildings and improvements | ||
| Cost or deemed cost: | |||
| Balance at January 1, 2025 | $ 856,841 | 155,507 | 1,012,348 |
| Balance at December 31, 2025 | $ 856,841 | 155,507 | 1,012,348 |
| Balance at January 1, 2024 | $ 856,841 | 155,507 | 1,012,348 |
| Balance at December 31, 2024 | $ 856,841 | 155,507 | 1,012,348 |
| Depreciation and impairment losses: | |||
| Balance at January 1, 2025 | $ 128,599 | 27,449 | 156,048 |
| Depreciation for the year | - | 3,120 | 3,120 |
| Balance at December 31, 2025 | $ 128,599 | 30,569 | 159,168 |
| Balance at January 1, 2024 | $ 128,599 | 24,329 | 152,928 |
| Depreciation for the year | - | 3,120 | 3,120 |
| Balance at December 31, 2024 | $ 128,599 | 27,449 | 156,048 |
| Carrying amounts: | |||
| Balance at December 31, 2025 | $ 728,242 | 124,938 | 853,180 |
| Balance at December 31, 2024 | $ 728,242 | 128,058 | 856,300 |
| Balance at January 1, 2024 | $ 728,242 | 131,178 | 859,420 |
| Fair value: | |||
| Balance at December 31, 2025 | $ 863,899 | ||
| Balance at December 31, 2024 | $ 867,019 | ||
| Balance at January 1, 2024 | $ 860,788 |
(i) The Company entered into a real estate contract and acquired land with Huang Jinqiu on July 31, 2000 of approximately 3,106.07 ping in Milan, Tamsui District (Sankong Spring Section). The total contract price was $178,599 thousand and $50,000 thousand of it was paid from mortgage pledged by the land owner, Huang Jinqiu using the land as collateral to CHINA UNITED TRUST & INVESTMENT CORPORATION; then, the debtor’s rights were transferred to the Company. In addition to the paid amount of $128,599 thousand, the remaining $50,000 thousand is part of the debtor’s right not yet transferred (equivalent amounts are accounted for under investment property and other non-current liabilities - other). The land ownership was transferred to the Company in May 2001 but it was classified as farm land and registered in the name of another person for the moment. The trust deed was entered and an equivalent amount of land price was pledged as collateral to the Company. Please refer to Note 7 for details.
(Continued)
36
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ii) The fair value of investment property held by the Company is based on a valuation by an independent evaluator who has certified professional qualification and related valuation experience in locations/types of the valuated investment property. Under the valuation techniques for financial instruments measured at fair value, the inputs are categorized at level 3.
(iii) As of December 31, 2025 and 2024, the investment properties were pledged as collateral for long-term borrowings, please refer to Note 8.
(k) Other financial assets and incremental costs of obtaining a contracts
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Other current financial assets | $ 4,564,117 | 4,092,051 |
| Current incremental costs to obtain contract with customers | 1,420,490 | 1,397,194 |
| Other non-current financial assets | 172,784 | 461,066 |
| Total | $ 6,157,391 | 5,950,311 |
(i) Other financial asset
It mainly consists of time deposit notes, fixed deposits of more than three months, restricted bank deposits, pre-order price trust deposits, co-construction and development guarantee deposit which are pledged as collateral.
(ii) Current incremental costs to obtaining a contract
The Company expects that incremental commission fees paid to intermediaries, and the bonus for the internal sales department are recoverable. The Company has therefore capitalized them as contract costs. Capitalized commission fees are amortized when the related revenues are recognized. For the years ended December 31, 2025 and 2024, the Company recognized $165,374 thousand and $0 of amortized expense respectively.
(l) Short-term borrowings, notes and bills payable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Secured bank loans | $ 18,773,417 | 13,974,100 |
| Unsecured bank borrowings | 2,518,148 | 2,346,423 |
| Short-term notes payables | 2,812,033 | 2,946,162 |
| Less: Joint loan case hosting fee | (61,830) | (39,222) |
| $ 24,041,768 | 19,227,463 | |
| Unused short-term credit lines | $ 23,466,565 | 12,336,034 |
| Range of interest rates | 2.528%~3.76% | 2.528%~3.7257% |
(Continued)
37
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(i) Issuance and redemption of loan
The Company borrowed $30,594,770 thousand and $21,227,150 thousand of additional loans for the years ended December 31, 2025 and 2024, respectively. In addition, the Company repaid $25,756,928 thousand and $15,272,029 thousand for the years ended December 31, 2025 and 2024, respectively.
(ii) Pledged assets for bank loans
The Company had pledged assets as collateral for short-term borrowings and short term notes and bills payable, please refer to Note 8.
The Company had pledged assets as collateral provided by related parties for bank loan, Please refer to Note 7.
(iii) On February 19, 2025, the Company and its co-investors entered into a syndicated credit facility agreement with First Commercial Bank and nine other financial institutions, with a total facility amount of NT$13.3 billion, of which the Company’s allocated facility was NT$7.61 billion. The syndicated facility includes specific covenants requiring that, during the credit period, Category A borrowers maintain shareholders’ equity not less than paid in capital at each year end, and Category B and Category C borrowers maintain a self owned capital ratio (shareholders’ equity divided by total assets) of not less than 30% starting from the fourth year (inclusive) after the initial drawdown, based on the annual consolidated financial statements audited by independent accountants.
(m) Long-term borrowings and current portion
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Secured bank loans | $ 1,735,811 | 1,283,345 |
| Less: Joint loan case hosting fee | (20,045) | (23,365) |
| Less: current portion | (60,211) | (28,499) |
| Total | $ 1,655,555 | 1,231,481 |
| Unused short-term credit lines | $ - | 490,780 |
| Range of interest rates | 2.49%~3.0954% | 2.49%~3.0935% |
(i) Issuance and redemption of loan
The Company borrowed $660,480 thousand and $712,179 thousand of additional loans for the years ended December 31, 2025 and 2024, respectively. In addition, the Company repaid $208,014 thousand and $934,815 thousand for the years ended December 31, 2025 and 2024, respectively.
(ii) Pledged assets for bank loans
For the collateral for bank loans, please refer to Note 8.
(Continued)
38
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(iii) On December 18, 2024, the Company entered into a syndicated credit facility agreement with O-Bank and another financial institutions, with a total facility amount of NT$1.8 billion. The syndicated facility includes specific covenants requiring that, during the credit period, the Company maintain a debt ratio (total liabilities divided by tangible net worth) not exceeding 400% at each year-end, and maintain tangible net worth (total equity attributable to owners of the Company less intangible assets) of not less than NT$6,000,000 thousand. These financial ratios are reviewed semiannually and are based on the Company’s consolidated financial statements for the second quarter reviewed by independent accountants and the annual consolidated financial statements audited by independent accountants.
(n) Bonds payable and current portion
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Secured ordinary corporate bond—noncurrent | $ 1,289,000 | 1,629,500 |
| Unsecured ordinary corporate bond—noncurrent | 3,000,000 | 500,000 |
| Less: current portion | (789,000) | (840,500) |
| $ 3,500,000 | 1,289,000 |
(i) Issuance and redemption of bonds payable
The Company issued unsecured ordinary corporate bond of $3,000,000 thousand and secured ordinary corporate bond of $500,000 thousand for the years ended December 31, 2025 and 2024, respectively. The coupon rate was 2.50% and 2.10%, respectively and interests were paid annually. The period of issuance was both three years.
For the year ended December 31, 2025 and 2024, $300,000 thousand, $500,000 thousand and $40,500 thousand, $500,000 thousand, $100,000 thousand and $40,500 thousand was repaid to the secured corporate bond issued in January 2022, July 2022, and September 2023, July 2021, January 2022, and September 2023, respectively.
(ii) Collateral pledged for corporate bonds payable
The Company had pledged assets as collateral and collateral provided by related parties for bonds payable, please refer to Note 7 and Note 8.
(o) Notes and accounts payables (including related parties)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Construction projects | $ 1,251,492 | 727,453 |
| Selling projects | 186,569 | 480,115 |
| Others | 41,701 | 4,430 |
| $ 1,479,762 | 1,211,998 |
(Continued)
39
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(p) Lease liabilities
Lease liabilities of the Company for financing were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current | $ 44,090 | 47,301 |
| Non-current | $ 343,124 | 386,597 |
For the maturity analysis, please refer to Note 6(z).
The amounts recognized in profit or loss were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interests on lease liabilities | $ 12,480 | 11,779 |
| Expenses relating to short-term leases | $ 181,440 | 1,265 |
The amounts of leases recognized in the statement of cash flows for the Company was as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Total cash outflow for leases | $ 241,005 | 45,854 |
(i) Real estate leases
As of December 31, 2025 and 2024, the Company leases superficies, land and buildings for its sales office and operation office. The leases typically run for 3 to 50 years.
(ii) Other leases
The Company leases transportation equipment, with lease terms of three years.
(q) Operating lease
The Company leases out its property. The Company has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to Note 6 (j).
(Continued)
40
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
A maturity analysis of lease payments, illustrating the undiscounted lease payments to be received after the reporting date, is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Less than one year | $ 85,334 | 78,459 |
| One to two years | 77,013 | 78,459 |
| Two to three years | 60,793 | 77,013 |
| Three to four years | 60,430 | 60,793 |
| Four to five years | 60,430 | 60,430 |
| More than five years | 45,323 | 105,753 |
| Total undiscounted lease payments | $ 389,323 | 460,907 |
For the years ended December 31, 2025 and 2024, the rental income from real estates amounted to $78,854 thousand and $78,538 thousand, respectively.
(r) Employee benefits
(i) Defined benefit plans
The Company’s employee benefit liabilities were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Short-term Compensated absences liability | $ 4,757 | 6,092 |
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company contributes a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.
The cost of the pension contributions to the Bureau of Labor Insurance for the years ended December 31, 2025 and 2024 amounted to $7,987 thousand and $9,183 thousand, respectively.
(Continued)
41
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(s) Income tax
(i) Income tax expense
The components of income tax in the years 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax expenses | ||
| Current period | $ 150,620 | 540,296 |
| Adjustment for prior years | 1,297 | 6,436 |
| Application for undistributed earnings tax refund | - | (16,440) |
| Land value increment tax | 29,430 | 2,679 |
| 181,347 | 532,971 | |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | (16,252) | (29,916) |
| Income tax expense from continuing operations | $ 165,095 | 503,055 |
Reconciliation of income tax and profit before tax for 2025 and 2024 is as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Profit before tax | $ 809,285 | 2,405,889 |
| Income tax using the Company’s domestic tax rate | $ 161,857 | 481,177 |
| Tax-exempt income | (93,043) | - |
| The book-tax difference in taxation of deferred interest expenses | 65,744 | 56,268 |
| Loss on domestic investments accounted for using equity method | 50,136 | 10,722 |
| Gain on financial assets valuation | (48,137) | (35,045) |
| Change in provision in prior periods | 1,297 | 6,436 |
| Application for undistributed earnings tax refund | - | (16,440) |
| Land value increment tax | 29,430 | 2,679 |
| Others | (2,189) | (2,742) |
| $ 165,095 | 503,055 |
(Continued)
42
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ii) Deferred tax assets and liabilities
Recognized deferred income tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2025 and 2024 were as follows:
| Deferred advertisement expense | Impairment loss | Warranty Prepare | Temporary difference of service costs | Total | |
|---|---|---|---|---|---|
| Deferred Tax Assets: | |||||
| Balance at January 1, 2025 | $ 50,435 | 2,374 | 2,610 | 1,775 | 57,194 |
| Recognized in profit or loss | 2,225 | 606 | - | 13,421 | 16,252 |
| Balance at December 31, 2025 | $ 52,660 | 2,980 | 2,610 | 15,196 | 73,446 |
| Balance at January 1, 2024 | $ 49,127 | 4,565 | - | - | 53,692 |
| Recognized in profit or loss | 1,308 | (2,191) | 2,610 | 1,775 | 3,502 |
| Balance at December 31, 2024 | $ 50,435 | 2,374 | 2,610 | 1,775 | 57,194 |
| Temporary difference of service costs | |||||
| --- | --- | --- | |||
| Deferred tax liabilities: | |||||
| Balance at January 1, 2024 | $ | 26,414 | |||
| Recognized in profit or loss | (26,414) | ||||
| Balance at December 31, 2024 | $ | - |
(iii) The Company's income tax returns for the years through 2023 have been examined and approved by the R.O.C. income tax authorities.
(t) Capital and other equity
As of December 31, 2025 and 2024, the total authorized capital of the Company was 990,000 thousand shares and 800,000 thousand shares, amounting to $9,900,000 thousand and $8,000,000 thousand. Out of these shares, 944,874 thousand shares and 624,910 thousand shares, respectively, were issued and outstanding. The par value of the Company's common stock is $10 (dollars) per share.
(i) Issuance of ordinary share
On November 11, 2024, the Company engaged in cash capital increase and issue 50,000 thousand ordinary shares with a par value of $10 per share, amounting to $500,000 thousand pursuant to a resolution of the Chairman. The shares are issued at $83 per share. All the share payments have been collected. The base date for issuance of shares was March 24, 2025, and the payments of all issued shares have been collected. The relevant registration procedures had been completed.
On December 18, 2023, the Company engaged in cash capital increase and issue 25,000 thousand ordinary shares with a par value of $10 per share, amounting to $250,000 thousand pursuant to a resolution of the Chairman. The shares are issued at $80 per share. All the share payments have been collected. The base date for issuance of shares was March 28, 2024, and the payments of all issued shares have been collected. The relevant registration procedures had been completed.
(Continued)
43
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Reconciliation of shares outstanding for 2025 and 2024 were as follows:
(In thousands of shares)
| Ordinary share | ||
|---|---|---|
| 2025 | 2024 | |
| Balance on January 1 | 624,910 | 391,607 |
| Capital increase from capital surplus | 202,473 | 166,642 |
| Capital increase from retained earnings | 67,491 | 41,661 |
| Issue of shares | 50,000 | 25,000 |
| Balance on December 31 | 944,874 | 624,910 |
Pursuant to a shareholders' resolution on June 30, 2025 and June 28, 2024, respectively, the Company distributed stock dividends by capital surplus amounting to $674,909 thousand and $416,607 thousand, respectively, by retained earnings amounting to $2,024,731 thousand and $1,666,427 thousand. The effective date of the capital increase were October 6, 2025 and September 20, 2024, which has already been registered with the government authorities.
(ii) Capital surplus
The components of capital surplus were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Additional paid in capital | $ 5,551,165 | 2,944,454 |
| Treasury shares | 5,556 | 5,556 |
| Lapsed share options | 21,875 | 6,691 |
| $ 5,578,596 | 2,956,701 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
As of April 21, 2025, a resolution was approved during the board of directors for the distribution of cash dividends by capital surplus amounting to $404,946 thousand. Pursuant to a shareholders' resolution on June 30, 2025, the Company distributed stock dividends by capital surplus amounting to $674,909 thousand.
As of April 29, 2024, a resolution was approved during the board of directors for the distribution of cash dividends by capital surplus amounting to $624,910 thousand. Pursuant to a shareholders' resolution on June 28, 2024, the Company distributed stock dividends by capital surplus amounting to $416,607 thousand.
(Continued)
44
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(iii) Retained earnings
In accordance with the Company’s articles, if there are earnings at year end, 10 percent should be set aside as legal reserve (unless the amount in the legal reserve is already equal to or greater than the total paid-in capital) or reverse the special reserve according to the Securities and Exchange Act and the Company’s operations after the payment of income tax and offsetting accumulated losses from prior years. The remaining portion will be combined with earnings from prior years, and the Board of directors can propose distribution plan such as issuance of new shares shall be approved by the shareholders’ meeting.
The earnings distribution may be distributed by way of cash dividend and/or stock dividend. The distribution ratio for cash dividend should not be less than 10% of the total dividend distribution. If all or part of the aforementioned employees’ compensation is distributed in cash, the resolution will be approved by a majority vote at a meeting of Board of Directors attended by two thirds of the total number of directors, and the distribution shall be submitted to the shareholders’ meeting.
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
In accordance with Rule No. 1010012865 issued by the FSC on April 6, 2012, a portion of current period earnings and undistributed prior period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current period total net reduction of other shareholders’ equity. Similarly, a portion of unappropriated earnings prior period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. The subsequent reversals of the contra accounts in shareholders’ equity shall qualify for additional distributions.
3) Earnings distribution
The Company resolved on April 21, 2025 after passing the Board of directors on the cash dividend of the earnings distribution for the year ended December 31, 2024. The Company also resolved on June 30, 2025 after passing the general shareholders’ meeting on the stock dividend of earnings distribution for the year ended December 31, 2024.
Then the Company resolved on June 28, 2024 after passing the general shareholders’ meeting on the stock dividend of earnings distribution for the year ended December 31, 2023.
(Continued)
45
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Information on dividends distributed to owners are as follows:
| For the years ended December 31 | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Amount per share | Total amount | Amount per share | Total amount | |
| Cash | $ 0.40 | 269,964 | - | - |
| Shares | 3.00 | 2,024,731 | 4.00 | 1,666,427 |
| Total | $ 2,294,695 | 1,666,427 |
(u) Share-based payment
On January 8, 2025 and January 29, 2024, by resolution of the Board of Directors, 7,500 thousand shares and 3,750 thousand shares, respectively, new shares were issued by cash capital increase and retained for subscription by employees of the Company and its affiliated company. The Company had the following share-based payment transactions as of December 31, 2025 and 2024:
| Equity settlement | ||
|---|---|---|
| Cash injection reserved for employees subscription | ||
| Grant date | 2025.2.11 | 2024.2.22 |
| Number of options granted | 7,500 thousand shares | 3,750 thousand shares |
| Contract term | - | - |
| Recipients | The employees of the Company and the affiliated companies | The employees of the Company and the affiliated companies |
| Vesting conditions | Immediate vesting codition | Immediate vesting codition |
The cash injection mentioned above was reserved for employee subscription, and the renumeration cost recognized by the Company for the year ended December 31, 2025 and 2024 amounting to $7,887 thousand and $7,497 thousand, respectively.
(v) Earnings per share
The Company's basic and diluted earnings per share were calculated as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Basic earnings per share | ||
| Profit attributable to ordinary shareholders of the Company | $ 644,190 | 1,902,834 |
| Outstanding at January 1 (note) | 624,910 | 618,967 |
| Effect of share dividends | 269,964 | 247,587 |
| Effect of share issued | 38,767 | - |
| Weighted-average number of outstanding ordinary shares at December 31 (note) | 933,641 | 866,554 |
| $ 0.69 | 2.20 |
(Continued)
46
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Diluted earnings per share | ||
| Profit attributable to ordinary shareholders of the Company | $ 644,190 | 1,902,834 |
| Weighted-average number of ordinary shares outstanding (basic) | 933,641 | 866,554 |
| Effect of potentially dilutive ordinary shares | ||
| Effect of employee share bonus | 366 | 588 |
| Weighted average number of ordinary shares outstanding (after adjusting the effect of potentially dilutive ordinary shares) | 934,007 | 867,142 |
| $ 0.69 | 2.19 |
Note: For the year ended December 31, 2025, the Company increase capital from capital surplus amounting to 67,491 thousand shares, and increase capital from retained earnings amounting to 202,473 thousand shares. Thus, for the twelve months ended December 31, 2024, the number of ordinary shares outstanding of 866,554 thousand shares after retrospective adjustment.
(w) Revenue from contracts with customers
(i) Details of revenue
| For the year ended December 31, 2025 | ||||
|---|---|---|---|---|
| Development segment | Sales segment | Other Divisions | Total | |
| Primary geographical markets: | ||||
| Asia | $ 3,987,854 | 1,719,216 | 78,854 | 5,785,924 |
| Major products/service lines: | ||||
| Revenue from property sales | $ 3,987,854 | - | - | 3,987,854 |
| Service revenue | - | 1,719,216 | - | 1,719,216 |
| Rent income | - | - | 78,854 | 78,854 |
| $ 3,987,854 | 1,719,216 | 78,854 | 5,785,924 | |
| Timing of revenue recognition: | ||||
| Products or services transferred at a point in time | $ 3,987,854 | 1,719,216 | 78,854 | 5,785,924 |
| For the year ended December 31, 2024 | ||||
| --- | --- | --- | --- | --- |
| Development segment | Sales segment | Other Divisions | Total | |
| Primary geographical markets: | ||||
| Asia | $ 2,140,856 | 4,527,068 | 78,538 | 6,746,462 |
| Major products/service lines: | ||||
| Revenue from property sales | $ 2,140,856 | - | - | 2,140,856 |
| Service revenue | - | 4,527,068 | - | 4,527,068 |
| Rent income | - | - | 78,538 | 78,538 |
| $ 2,140,856 | 4,527,068 | 78,538 | 6,746,462 | |
| (Continued) |
47
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| For the year ended December 31, 2024 | ||||
|---|---|---|---|---|
| Development segment | Sales segment | Other Divisions | Total | |
| Timing of revenue recognition: | ||||
| Products or services transferred at a point in time | $ 2,140,856 | 4,527,068 | 78,538 | 6,746,462 |
(ii) Contract balances
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Notes receivable | $ 16,248 | 33,887 | 38,198 |
| Accounts receivable | 752,420 | 1,528,412 | 1,992,068 |
| Accounts receivable due from related parties | 106,252 | 212,071 | 112,544 |
| Less: Loss allowance | (23,652) | (27,766) | (44,253) |
| Total | $ 851,268 | 1,746,604 | 2,098,557 |
| Contract liabilities—Rendering of Services | $ 188,835 | 147,954 | 163,434 |
| Contract liabilities—sales of real estates | 6,174,741 | 6,153,116 | 3,283,221 |
| Contract liabilities—Management fee | 57,945 | - | - |
| Total | $ 6,421,521 | 6,301,070 | 3,446,655 |
For the details of accounts receivable and loss allowance, please refer to Note 6(d).
The major change in the balance of accounts receivables and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. There is no significant changes for the years ended December 31, 2025 and 2024.
(x) Employee compensation and directors' and supervisors' remuneration
On June 30, 2025, the Company resolved at the shareholders' meeting to amend its Articles of Incorporation. According to the amended Articles, if the Company has profit in a given fiscal year, the profit shall be used to offset against any accumulated losses incurred by the Company. The remainder, a minimum of 1% shall be allocated as employee remuneration (including a minimum of 1% to those base-level employees) and a maximum of 3% as remunerations for directors and supervisors. The recipients of the aforementioned employee remuneration, whether in the form of shares or cash, may include employees of the subsidiaries who meet certain specific requirements. Prior to the amendment, the Articles of Incorporation stipulated that, if the Company has profit in a given fiscal year, the profit shall be used to offset against any accumulated losses incurred by the Company. The remainder, a minimum of 1% should be allocated as employee remuneration and no more than 3% as remunerations for directors and supervisors. The recipients of the aforementioned employee remuneration, whether in the form of shares or cash, could include employees of the subsidiaries who met certain specific requirements.
(Continued)
48
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, and multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during the reporting period. The Company borrowed $13,153 thousand and $46,711 thousand of additional loans for the years ended December 31, 2025 and 2024, respectively. In addition, the Company estimated remuneration to directors and supervisors amounting to $3,288 thousand and $11,678 thousand for the years ended December 31, 2025 and 2024, respectively. If there is a change in the proposed amounts after the annual financial statements are authorized for issue, the differences are accounted for as a change in accounting estimate and adjusted prospectively to next year's profit or loss.
For the years ended December 31, 2024 and 2023, the remunerations to employees amounted to $46,711 thousand and $40,224 thousand, respectively. The remuneration to directors and supervisors amounted to $11,678 thousand and $10,056 thousand. There were under provision amounting to $3,016 thousand from the actual distribution for the year ended December 31, 2024 and over provision amounting to $849 thousand from the actual distribution for the year ended December 31, 2023, which were arising from the difference between estimated amounts and appropriation amount that passed the resolution of board of directors. Such differences were deemed as changes in estimates and recognized as profit or loss for the year ended December 31, 2025 and 2024. The information is available on the Market Observation Post System website.
(y) Non-operating income and expenses
(i) Interest income
The details of interest income for 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest income from bank deposits | $ 27,830 | 20,910 |
| Deposit interest | 79 | 99 |
| Loan interest | 980 | - |
| Discounted accounts receivables | 1,579 | 1,151 |
| $ 30,468 | 22,160 |
(ii) Other income
The details of other income for 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Rent income | $ 5,604 | 3,151 |
(Continued)
49
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(iii) Other gains and losses
The details of other gains and losses for 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Other income | $ 127,275 | 275,318 |
| Other expenses | (1,110) | (10,312) |
| Dividend income | 2,692 | 20 |
| Net gain on financial assets or liabilities at fair value through profit or loss | 240,687 | 175,226 |
| Gain on modification of leases | 360 | 13 |
| Foreign exchange gains | 8 | 2 |
| $ 369,912 | 440,267 |
(iv) Finance costs
The details of finance costs for 2025 and 2024 were as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Interest expense | ||
| Bank loan | $ 766,095 | 557,178 |
| Interest on lease liabilities | 12,480 | 11,779 |
| Interests on Corporate bonds | 43,695 | 36,382 |
| Other finance costs | 90,719 | 64,800 |
| Loan interest | 23,356 | 23,316 |
| Gurantee deposits | 260 | 241 |
| Less: Capitalization of interest | (346,583) | (192,774) |
| $ 590,022 | 500,922 |
(z) Financial instruments
(i) Credit risk exposure
1) Credit risk
The carrying amount of financial assets represents the maximum amount exposed to credit risk.
(Continued)
50
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
2) Concentration of credit risk
The majority of the Company's customers are mostly those in the construction industry. In order to reduce accounts receivable credit risk, the Company continuously assesses the financial condition of its customers. If it is necessary, the Company will ask for guarantees or warranties. The Company still regularly assesses the likelihood of collectability of accounts receivable and sets aside allowance for losses (bad debts), based on the result of management's evaluation of the overall amounts of bad debts. As of December 31, 2025 and 2024, the Company's major customers consisted of five customers which accounted for 45% and 51%, respectively, of accounts receivable so that management believes the concentration of credit risk.
3) Credit risk of receivables
For the information regarding credit risk exposure of notes and accounts receivables, please refer to Note 6(d). Other financial assets carried at amortized costs included other receivables and overdue receivables.
All of these financial assets are considered to be low risk, and thus the impairment provision recognized during the period was limited to 12 months expected losses. (Please refer to Note 4(e) for the Company determines whether credit risk is to be low risk).
(ii) Liquidity risk
The following are the contractual maturities of financial liabilities, including the estimated interest payments and excluding the impact of netting agreements.
| Carrying amount | Cash flow | Within a year | 1-3 years | Over 3 years | |
|---|---|---|---|---|---|
| December 31, 2025 | |||||
| Non derivative financial liabilities | |||||
| Floating rate instruments | $ 22,945,500 | 24,930,804 | 9,691,046 | 9,804,457 | 5,435,301 |
| Fixed rate instrument | 7,488,248 | 8,592,416 | 4,387,431 | 3,734,187 | 470,798 |
| Non-interest bearing liabilities | 3,500,695 | 3,500,695 | 3,500,695 | - | - |
| $ 33,934,443 | 37,023,915 | 17,579,172 | 13,538,644 | 5,906,099 | |
| December 31, 2024 | |||||
| Non derivative financial liabilities | |||||
| Floating rate instruments | $ 17,541,281 | 18,686,504 | 7,286,855 | 5,453,308 | 5,946,341 |
| Fixed rate instrument | 5,509,560 | 6,424,060 | 4,516,863 | 1,416,134 | 491,063 |
| Non-interest bearing liabilities | 3,053,076 | 3,053,076 | 3,053,076 | - | - |
| $ 26,103,917 | 28,163,640 | 14,856,794 | 6,869,442 | 6,437,404 |
The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
(Continued)
51
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(iii) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Company's financial assets and liabilities.
The following sensitivity analysis is based on the risk exposure to the interest rates risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.50% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.
If the interest rate increases or decreases by 0.50%, the Company’s net income will decrease /increase by $114,728 thousand and $87,706 thousand for the years ended December 31, 2025 and 2024, respectively, assuming all other variable factors remain constant. This is mainly due to the Company’s variable rate bank borrowings.
(iv) Fair value of financial instruments
1) Types and fair value of financial instruments
The fair value of financial assets at fair value through profit or loss, fair value through other comprehensive income are measured on a recurring basis. The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Carrying amounts | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets at fair value through profit or loss | |||||
| Financial assets at fair value through profit or loss, mandatorily measured at fair value | $ 1,429,640 | - | - | 1,429,640 | 1,429,640 |
| Financial assets at fair value through other comprehensive income | |||||
| Non-public offer equity instrument measured at fair value | $ 5,396 | - | - | 5,396 | 5,396 |
(Continued)
52
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Carrying amounts | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured at amortized cost | |||||
| Cash and cash equivalents | $ 3,959,112 | - | - | - | - |
| Notes and accounts receivable (including related parties) | 851,268 | - | - | - | - |
| Other receivables (including related parties) | 15,405 | - | - | - | - |
| Other current financial assets | 4,564,117 | - | - | - | - |
| Other non-current financial assets | 172,784 | - | - | - | - |
| Subtotal | 9,562,686 | - | - | - | - |
| Total | $ 10,997,722 | - | - | 1,435,036 | 1,435,036 |
| Financial liabilities measured at amortized cost | |||||
| Short-term borrowings | $ 21,229,735 | - | - | - | - |
| Short-term notes payables | 2,812,033 | - | - | - | - |
| Notes and accounts receivable (including related parties) | 1,479,762 | - | - | - | - |
| Other payables (including related parties) | 1,939,550 | - | - | - | - |
| Corporate bonds payable (including current portion) | 4,289,000 | - | - | - | - |
| Long-term borrowings (including current portion) | 1,715,766 | - | - | - | - |
| Lease liabilities (including current portion) | 387,214 | - | - | - | - |
| Guarantee deposits | 31,383 | - | - | - | - |
| Other non-current liabilities | 50,000 | - | - | - | - |
| Total | $ 33,934,443 | - | - | - | - |
| December 31, 2024 | |||||
| Carrying amounts | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets at fair value through profit or loss | |||||
| Financial assets at fair value through profit or loss, mandatorily measured at fair value | $ 724,940 | - | - | 724,940 | 724,940 |
| Financial assets at fair value through other comprehensive income | |||||
| Non-public offer equity instrument measured at fair value | 5,396 | - | - | 5,396 | 5,396 |
(Continued)
53
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Carrying amounts | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured at amortized cost | |||||
| Cash and cash equivalents | $ 1,226,252 | - | - | - | - |
| Notes and accounts receivable (including related parties) | 1,746,604 | - | - | - | - |
| Other receivables (including related parties) | 23,708 | - | - | - | - |
| Other current financial assets | 4,092,051 | - | - | - | - |
| Other non-current financial assets | 461,066 | - | - | - | - |
| Subtotal | 7,549,681 | - | - | - | - |
| Total | $ 8,280,017 | - | - | 730,336 | 730,336 |
| Financial liabilities measured at amortized cost | |||||
| Short-term borrowings | $ 16,281,301 | - | - | - | - |
| Short-term notes payables | 2,946,162 | - | - | - | - |
| Notes and accounts receivable (including related parties) | 1,211,998 | - | - | - | - |
| Other payables (including related parties) | 1,759,709 | - | - | - | - |
| Corporate bonds payable (including current portion) | 2,129,500 | - | - | - | - |
| Long-term borrowings (including current portion) | 1,259,980 | - | - | - | - |
| Lease liabilities (including current portion) | 433,898 | - | - | - | - |
| Guarantee deposits | 31,369 | - | - | - | - |
| Other non-current liabilities | 50,000 | - | - | - | - |
| Total | $ 26,103,917 | - | - | - | - |
2) Valuation techniques for financial instruments measured at fair value
a) Non-derivative instruments
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from main exchanges and on the run bonds from Taipei Exchange was the basis of determining the fair value of the listed companies' equity instrument, and debt instrument that has the quoted price in an active market.
(Continued)
54
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. Otherwise, the market is deemed to be inactive. In general, market with low trading volume or high bid ask spreads is an indication of a non active market.
If the financial instruments held by the Company have no active market, the measurements of fair value are categorized as follows:
Equity instruments without quoted price: The fair value is measured at discounted cash flow model. The assumption is discounted investees' expected future cash flows by using the discounting rate which reflects the time value of money and the return of the investment.
Equity instruments without quoted price: The main assumption behind this is that the estimated pretax, pre-depreciation, and pre amortization earnings of the investee company is added to the earnings multiplier derived from the comparable quoted price of the listed company. The estimate of the fair value of equity instruments has been adjusted due to the effect of the discount arising from the lack of market liquidity of the equity security.
3) Reconciliation of Level 3 fair values
| Measured at fair value through profit or loss | Financial assets at fair value through other comprehensive income | ||
|---|---|---|---|
| Non derivative financial assets mandatorily measured at fair value through profit or loss (held for trading) | Unquoted equity instruments | Total | |
| Balance at January 1, 2025 | $ 724,940 | 5,396 | 730,336 |
| Total gains and losses | |||
| Recognized in profit or loss | 243,260 | - | 243,260 |
| Purchased | 461,440 | - | 461,440 |
| Balance at December 31, 2025 | $ 1,429,640 | 5,396 | 1,435,036 |
| Balance at January 1, 2024 | $ 399,758 | 5,396 | 405,154 |
| Total gains and losses | |||
| Recognized in profit or loss | 175,182 | - | 175,182 |
| Purchased | 150,000 | - | 150,000 |
| Ending balance, December 31, 2024 | $ 724,940 | 5,396 | 730,336 |
(Continued)
55
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The aforementioned total gains or losses were classified as “unrealized losses from financial assets at fair value through other comprehensive income”. The information regarding assets held as of December 31, 2025 and 2024 is as follows:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Total gains and losses | ||
| Recognized in profit or loss (classified as “Other profit or loss”) | $ 243,260 | 175,182 |
4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’s financial instruments that use Level 3 inputs to measure fair value include fair value through other comprehensive income.
Most of the fair value measurements categorized within Level 3 use the single and significant unobservable input. Equity investments without an active market contains multiple significant unobservable inputs. The significant unobservable inputs of equity investments without an active market are individually independent, and there is no correlation between them.
Quantified information of significant unobservable inputs was as follows:
| Item | Valuation technique | Significant unobservable inputs | Interrelationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| Financial assets at fair value through profit or loss - Preference share | Discounted cash flow method | ·Risk-free rate (1.2235% and 1.4444% as of December 31, 2025 and 2024) | ·The higher the risk-free interest rate, the lower the fair value |
| Financial assets at fair value through other comprehensive income equity investments without an active market | Comparable listed companies approach | ·P/B ratio (1.30~1.50 and 1.89~2.05 as of December 31, 2025 and 2024, respectively) | ·The higher the multiplier and control premium, the higher the fair value. |
| ·Market liquidity discount rate (as of December 31, 2025 and 2024, were both at 30%) | ·The higher the market liquidity discount rate, the lower the fair value | ||
| ·The higher the market liquidity discount rate, the lower the fair value |
(Continued)
56
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
5) Transfer from one level to another
Stock and fund held by the Company without quoted price in an active market is sorted to Level 3. There is no significant changes for the years ended December 31, 2025 and 2024. Consequently, there is no transfer between levels measured at fair value in 2025 and 2024.
(aa) Financial risk management
(i) Overview
The Company have exposures to the following risks from its financial instruments:
1) credit risk
2) liquidity risk
3) market risk
The following likewise discusses the Company’s exposure information, objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.
(ii) Risk management framework
The Company’s finance management department provides business services for the overall internal department. It sets the objectives, policies and processes for managing the risk and the methods used to measure the risk arising from both the domestic and international financial market operations.
The internal auditors of the Company continue with the review of the amount of the risk exposure in accordance with the Company’s policies and the risk management policies and procedures. The Company has no transactions in financial instruments (including derivative financial instruments) for the purpose of speculation.
(iii) Credit risk
Credit risk means the potential loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.
1) Accounts receivable and other receivables
The policy adopted by the Company to deal only with reputable parties and, where necessary, obtain collateral to mitigate the risk of financial losses arising from default. The Company will rate the major customers using other publicly available financial information and mutual transaction records.
The Company did not have any collateral or other credit enhancements to avoid credit risk of financial assets.
(Continued)
57
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
2) Investments
The credit risk exposure in the bank deposits, investments with fixed income and other financial instruments are measured and monitored by the Company’s finance department. There is no significant credit risk because the Company used to transact with or deal with counterparty with good credit ratings financial institutions, corporate organizations and government agencies.
3) Guarantees
Pursuant to the Company’s policies, the Company only provides financial guarantees to entities that have satisfied conditions. As of December 31, 2025 and 2024, the Company provided guarantees and endorsements. Please refer to Note 13(a)(ii) for details.
(iv) Liquidity risk
Liquidity risk is the risk that The Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to manage liquidity is to ensure, as far as possible, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to The Company’s reputation.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.
1) Foreign currency risk
The principal functional currency of the Company’s receivables and payables is NTD and is therefore not materially affected by exchange rate fluctuations.
The interest is denominated in the same currency as borrowings. Borrowings were generally denominated in currencies that match with the cash flows generated by the underlying operations of the Company, primarily TWD. Therefore, hedge accounting is not adopted.
2) Interest rate risk
Interest rate risk is the risk that fluctuations in market interest rates will adversely affect the future cash flow and fair value of financial instruments. The Company’s exposures to risk from changes in interest rates arise primarily from the Company’s bank loans with floating interest rates.
The Company manages the interest rates risk by maintaining an adequate combination of fixed and variable interest rates. The Company has no cash flow risk of material interest rate movements.
(Continued)
58
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
3) Credit risk
Credit risk means the potential loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s operation activities (mainly accounts and notes receivable) and financial activities (mainly bank deposits and various financial instruments).
(ab) Capital management
The Company sets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to stockholders, to safeguard the interest of related parties, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the dividend payment and reduce the capital for redistribution to its shareholders. The Company also issues new shares or sell assets to settle any liabilities.
The Company and other entities in the same industry use the debt-to-equity ratio to manage its capital. This ratio is using the total net debt divided by the total capital. The net debt from the balance sheet is the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity.
The capital management strategy for the years ended December 31, 2025 and 2024 are the same for the Company. The Company’s debt-to-equity ratios at the end of the reporting periods were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total liabilities | $ 41,591,030 | 33,169,402 |
| Less: cash and cash equivalents | (3,959,112) | (1,226,252) |
| Net debt | $ 37,631,918 | 31,943,150 |
| Total equity | 16,426,798 | 12,255,768 |
| Less: hedging reserve | - | - |
| Adjusted equity | $ 16,426,798 | 12,255,768 |
| Debt-to-equity ratio | 229.09% | 260.64% |
(7) Related-party transactions
(a) Names and relationship with related parties
The following are subsidiaries and the entities that have had transactions with the Company during the periods covered in the financial statements.
| Name of related party | Relationship with the Company |
|---|---|
| JSL CONSTRUCTION Co., Ltd. | The chairman of the entity is the Company chairman’s spouse |
| JAYSANLYN REAL ESTATE & ADVERTSING Co., Ltd. | The chairman of the entity is the Company chairman’s spouse |
(Continued)
59
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of related party | Relationship with the Company |
|---|---|
| Wangma Advertising Co., Ltd. | The chairman of the entity is the Company chairman’s spouse |
| JAYSHELYN CONSTRUCTION Co., Ltd. | The director of this entity is the director of the Company |
| Zangfu Industrial Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| Shangjing Industrial Co., Ltd. | The chairman of this entity is the director of the Company |
| Hongdadi Construction Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| Guangtaiji Construction Co., Ltd. | The chairman of this entity is the director of the Company |
| JAYSANLYN REAL ESTATE Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| CHU YUAN INDUSTRIAL Co., Ltd. | Same Chairman with the Company |
| Dalin development Co., Ltd. | Same Chairman with the Company |
| Fengyun Advertising Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| Uyi Investment Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| Chuyi Industrial Co., Ltd | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| Fuyi Industrial Co., Ltd. | The entity’s chairman is the blood relatives within the second degree of kinship of the chairman of the Company |
| JSL Entertainment Co., Ltd | Subsidiary of the Company |
| Water Cube International Development Co., Ltd. | Subsidiary of the Company |
| Shigang Construction and Development Co., Ltd. | Subsidiary of the Company |
| JSL Food Art Creation Co., Ltd. | Subsidiary of the Company |
| JSL International Development Co., Ltd. | Subsidiary of the Company |
| CHUWANG DEVELOPMENT Co., Ltd. | Subsidiary of the Company |
| Huajiang International Development Co., Ltd. | An associate of the Company |
| Wen Yu Chu | The Chairman |
(Continued)
60
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of related party | Relationship with the Company |
|---|---|
| Yuyan Jinxiang Space Design Co.,Ltd | Substantial related party |
| Chuangyu Space Design Co., Ltd. | Substantial related party |
| Li Junping Space Design Co., Ltd. | Substantial related party |
| Yuchang Interior Design Co., Ltd. | Substantial related party |
| Qianhao Co., Ltd. | Substantial related party |
| SHAN LIN HUI DEVELOPMENT CO., LTD | The Company is a joint venturer under the joint arrangement. |
| HUAN YU SHANG CHENG INVESTMENT CO., LTD | The Company is an investor in an associate. |
(b) Significant transactions with related parties
(i) Sale revenue
The amounts of significant sales transactions between the Company and related parties were as follows:
| Item | Relationship | For the years ended December 31 | |
|---|---|---|---|
| 2025 | 2024 | ||
| Revenue from service rendered per contract | Other related parties: | ||
| JSL CONSTRUCTION Co., Ltd. | $ 152,379 | 553,634 | |
| CHU YUAN INDUSTRIAL Co.,Ltd. | 1,325 | 119,266 | |
| Other related parties | 136,037 | 187,217 | |
| $ 289,741 | 860,117 | ||
| Rent income | Other related parties | $ 218 | 10 |
| Subsidiaries | 95 | - | |
| $ 313 | 10 |
1) There were no significant differences in the purchasing prices and trading terms between related parties and other vendors on the service contract provided by the Company. The collection terms are also comparable to those of other companies.
(Continued)
61
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
2) The details of the individual marketing planning contracts signed by the Company and other related parties are as follows:
| Name of project | The signing date of selling agreement | Sales period |
|---|---|---|
| Selling project-273 | 2018.10.01 | From October 1, 2018 to June 30, 2026 |
| Selling project-307 | 2020.06 | From the contract date to sold out |
| Selling project-356 | 2019.01.01 | From January 1, 2019 to three months after the date of obtaining the license (extended to sold out) |
| Selling project-392-1 | 2023.01.07 | From January 7, 2023 to six months after the date of obtaining the license (subject to extension) |
| Selling project-392-2 | 2024.01.18 | From January 18, 2024 to June 30, 2027 (subject to extension) |
| Selling project-432 | 2023.03.01 | From March 1, 2023 to six months after the date of obtaining the license (subject to extension) |
| Selling project-438 | 2023.09.20 | From September 20, 2023 to six months after the date of obtaining the license (subject to extension) |
| Selling project-462 | 2025.02.18 | From February 18, 2025 to December 31, 2027 (subject to extension) |
| Selling project-465 | 2025.04.18 | From April 18, 2025 to December 31, 2026 (subject to extension) |
| Selling project-466 | 2025.12.30 | From December 30, 2025 to December 31, 2026 (subject to extension) |
(ii) Purchases
Selling:
The amounts of significant purchases by the Company from related parties were as follows:
| Relationship | For the years ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Other related parties | $ 18,893 | 20,623 |
| Subsidiaries | 135,262 | 198,498 |
| $ 154,155 | 219,121 |
(Continued)
62
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
The terms and pricing of purchases with related parties were not significantly different from those offered by other vendors. The payment terms ranged from one to two months, which were no different from the payment terms given by other vendors.
Construction industry:
1) The amounts of significant purchase by The Company from associates were as follows:
| Relationship | For the years ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| Other related parties | $ 81,910 | 38,864 |
1) Construction contracts
The Company will commission the new construction projects at Longjiang Road Construction Project, River Palace No.2, River Palace No.3, River Palace No.5, River Palace No.6, River Palace No.7, The Grand Palace, Garden Palace, Baoxiang section at Hsinchu county, Shizhengguandi No.1, Shizhengguandi No.2, Shizhengguandi No.3, ShizhengAiyue, Shizhengdibao and Beautiful Town to the related parties—CHUWANG DEVELOPMENT Co., Ltd, The contract amount (before tax) is as follows:
| Account | For the year ended December 31, 2025 | Name of project | Total contract price (untaxed) | The amount of the current period (untaxed) | Accumulated amount (untaxed) |
|---|---|---|---|---|---|
| Property, plant and equipment | Subsidiaries: | ||||
| Inventories | Subsidiaries: | ||||
| CHUWANG DEVELOPMENT Co., Ltd. | River Palace No. 2 | 941,784 | 232,739 | 739,289 | |
| » | River Palace No. 6 | 631,716 | 328,492 | 473,787 | |
| River Palace No. 7 | 228,790 | - | - | ||
| » | The Grand Palace | 1,328,276 | 425,048 | 1,235,296 | |
| » | Garden Palace | 2,665,924 | 735,037 | 2,665,924 | |
| » | Baoxiang Section at Hsinchu county | 8,980,554 | 1,518,191 | 4,199,652 | |
| » | Shizhengguandi No.1 | 503,497 | 161,120 | 453,147 | |
| » | Shizhengguandi No.2 | 1,142,636 | 182,822 | 182,822 | |
| » | Shizhengguandi No.3 | 1,447,489 | 246,073 | 246,073 | |
| » | ShizhengAiyue | 303,004 | 72,721 | 254,523 | |
| » | Shizhengdibao | 2,984,931 | - | - | |
| » | Beautiful Town | 968,095 | 158,408 | 349,546 | |
| $ 22,126,696 | 4,060,651 | 10,800,059 |
(Continued)
63
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Account | For the year ended December 31, 2024 | Name of project | Total contract price (untaxed) | The amount of the current period (untaxed) | Accumulated amount (untaxed) |
|---|---|---|---|---|---|
| Property, plant and equipment | Subsidiaries: | ||||
| CHUWANG DEVELOPMENT Co., Ltd. | Longjiang Road | $ 353,639 | 353,639 | 353,639 | |
| Inventories | Subsidiaries: | ||||
| CHUWANG DEVELOPMENT Co., Ltd. | River Palace No. 2 | 941,784 | 9,127 | 506,550 | |
| » | River Palace No. 3 | 343,952 | 46,433 | 343,952 | |
| » | River Palace No. 5 | 784,751 | 57,615 | 784,751 | |
| » | River Palace No. 6 | 631,716 | 145,295 | 145,295 | |
| » | The Grand Palace | 1,328,276 | 385,200 | 810,248 | |
| » | Garden Palace | 2,046,876 | 179,102 | 1,930,887 | |
| » | Baoxiang Section at Hsinchu county | 8,200,421 | 1,621,968 | 2,681,461 | |
| » | Shizhengguandi No.1 | 503,497 | 80,559 | 292,027 | |
| Shizhengguandi No.2 | 1,142,636 | - | - | ||
| » | Shizhengguandi No.3 | 1,447,489 | - | - | |
| » | ShizhengAiyue | 303,004 | 66,661 | 181,802 | |
| » | Beautiful Town | 968,095 | 191,138 | 191,138 | |
| $ 18,996,136 | 3,136,737 | 8,221,750 |
(iii) Receivables from related parties
The payables to related parties were as follows:
| Account | Relationship | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Accounts receivable | Other related parties: | ||
| JSL CONSTRUCTION Co., Ltd. | $ 84,635 | 98,430 | |
| CHU YUAN INDUSTRIAL Co., Ltd. | - | 57,282 | |
| Chuyi Industrial Co., Ltd | - | 37,073 | |
| Others | 21,617 | 19,286 | |
| $ 106,252 | 212,071 | ||
| Other receivables | Other related parties: | ||
| Fengyun Advertising Co., Ltd. | $ 396 | 7,044 | |
| JAYSHANLYN REAL ESTATE & ADVERTSING Co., Ltd. | 765 | 234 | |
| Other related parties | 306 | 447 | |
| Subsidiaries: | |||
| Water Cube International Development Co., Ltd | 1,326 | 13,179 | |
| JSL Entertainment Co., Ltd. | 2,953 | 1,230 | |
| CHUWANG DEVELOPMENT Co.,Ltd | 128 | 45 | |
| $ 5,874 | 22,179 |
(Continued)
64
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Account | Relationship | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Advance payment | Subsidiaries: JSL Entertainment Co., Ltd. | $ 4,571 | - |
(iv) Payables to related parties and advance receipts
The payables to related parties were as follows:
| Account | Relationship | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Accounts payable | Subsidiaries: | ||
| CHUWANG DEVELOPMENT Co., Ltd. | $ 925,989 | 233,040 | |
| JSL Food Art Creation Co., Ltd. | 7,872 | 5,429 | |
| JSL International Development Co., Ltd. | 276 | 645 | |
| Water Cube International Development Co., Ltd | - | 48,781 | |
| Other related parties | 5,150 | 4,363 | |
| $ 939,287 | 292,258 | ||
| Other payables | Subsidiaries: | ||
| Water Cube International Development Co., Ltd. | $ 128,847 | 353,499 | |
| CHUWANG DEVELOPMENT Co., Ltd. | 190,212 | 190,452 | |
| Others | 1,973 | 476 | |
| Other related parties: | |||
| Fengyun Advertising Co., Ltd. | 2,091 | 24,067 | |
| Other related parties | 5,974 | 6,958 | |
| $ 329,097 | 575,452 | ||
| Advance receipts | Subsidiaries: | ||
| Water Cube International Development Co., Ltd. | $ 90,000 | - |
(v) Guarantee deposits received
The Company leased office space to other related parties for their business use. Accordingly, the refundable deposits received as of December 31, 2025 and 2024 amounted to NT$14 thousand for both years.
(Continued)
65
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(vi) Guarantees and endorsements for other parties
The Company provided financing to related parties in 2025, and accounted for under the other accounts receivable related parties as follows:
For the year ended December 31, 2025
| Name of related party | Highest balance | Ending balance | Interest rate | Interest income | Interest receivable |
|---|---|---|---|---|---|
| SHAN LIN HUI DEVELOPMENT CO., LTD. | $ 107,000 | - | 3.10% | 980 | - |
(vii) Loans to related parties
The Company financing from its related parties in 2025 and 2024, and accounted for under the other accounts payable related parties as follows:
For the year ended December 31, 2025
| Name of related party | Highest balance | Ending balance | Interest rate | Interest expense | Interest payables |
|---|---|---|---|---|---|
| CHUWANG DEVELOPMENT Co., Ltd. | $ 1,430,000 | 1,430,000 | 3.00% | 23,356 | 82 |
For the year ended December 31, 2024
| Name of related party | Highest balance | Ending balance | Interest rate | Interest expense | Interest payables |
|---|---|---|---|---|---|
| CHUWANG DEVELOPMENT Co., Ltd. | $ 890,000 | 750,000 | 3.00% | 23,316 | - |
(viii) Services
The related party and the Company have entered into contract of appointment for sales planning, and accounted for under the incremental costs to obtaining a contract - current, the details are as follows:
| Name of related party | Name of project | Sales period | Accumulated price | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Subsidiaries: | ||||
| Water Cube International | Hsinchu Palace | From March 1, 2023 to six | $ 153,897 | 156,313 |
| Development Co., Ltd | No.8-2 | months after the date of obtaining the license. | ||
| " | Hsinchu Palace | From obtaining the building | 122,206 | 123,549 |
| No.6-1 | license to December 31, 2026. | |||
| " | Hsinchu Palace | From obtaining the building | 134,053 | 135,970 |
| No.6-2 | license to December 31, 2026. |
(Continued)
66
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of related party | Name of project | Sales period | Accumulated price | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Water Cube International | Hsinchu Palace | From May 23, 2024 to | 17,957 | 17,132 |
| Development Co., Ltd | No.5-1 | December 31, 2027. | ||
| " | Hsinchu Palace | From May 23, 2024 to | 113,561 | 100,154 |
| No.7-1 | December 31, 2027. | |||
| " | Hsinchu Palace | From May 23, 2024 to | 98,221 | 85,500 |
| No.7-2 | December 31, 2027. | |||
| " | Hsinchu Palace | From November 18, 2024 to | 40,448 | 28,293 |
| Business No.2 | December 31, 2027. | |||
| " | Beautiful Town | From January 1, 2024 to | 162,762 | 153,955 |
| December 31, 2027. | ||||
| " | Shizhengdibao | From March 17, 2025 to April | 92,762 | - |
| 30, 2030. | ||||
| " | River Palace | From March 24, 2025 to | 34,579 | - |
| No.7 | December 31, 2029. | |||
| Other related parties: | ||||
| JAYSANLYN REAL ESTATE Garden Palace & ADVERTSING Co., Ltd. | From August 10, 2021 to | 163,791 | 160,405 | |
| December 31, 2025. | ||||
| Fengyun Advertising Co., Ltd. | Shizhengguandi | From April 1, 2022 to one month after the date of obtaining the license. | 65,795 | 65,795 |
| No.1 | ||||
| " | Shizhengguandi | From September 20, 2023 to one month after the date of obtaining the license. | 183,275 | 173,641 |
| No.2 | ||||
| " | Shizhengguandi | From May 1, 2024 to | 178,461 | 172,391 |
| No.3 | December 31, 2027. | |||
| " | ShizhengAiyue | From June 1, 2022 to one month after the date of obtaining the license. | 20,092 | 20,092 |
| $ 1,581,860 | 1,393,190 |
(Continued)
67
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ix) Lease
The related information of the Company leased buildings and offices from other related parties was as follows:
| Name of related party | Contract term | Right-of-use assets | Interest expense | Lease liabilities |
|---|---|---|---|---|
| December 31, 2025 | For the year ended December 31, 2025 | December 31, 2025 | ||
| Other related parties: | ||||
| Other related parties | 2016.06.01 | $ - | 15 | - |
| ~2025.02.28 | ||||
| n | 2023.04.01 | $ 31,162 | 1,119 | 32,403 |
| ~2028.03.31 | ||||
| n | 2024.12.01 | $ 30,557 | 1,164 | 31,074 |
| ~2028.03.31 | ||||
| Right-of-use assets | Interest expense | Lease liabilities | ||
| Name of related party | Contract term | December 31, 2024 | For the year ended December 31, 2024 | December 31, 2024 |
| Other related parties: | ||||
| Other related parties | 2016.06.01 | $ 3,667 | 10 | 3,929 |
| ~2028.12.31 | ||||
| n | 2023.04.01 | $ 45,012 | 1,510 | 46,142 |
| ~2028.03.31 | ||||
| n | 2024.12.01 | $ 44,138 | 116 | 44,195 |
| ~2028.03.31 |
(x) Guarantee
1) The Company applied for the issuance of the secured corporate bonds with the subsidiary acting as the joint guarantor and providing the construction land as collateral. The amount of the endorsement guarantee as of December 31, 2025 and 2024 was both $278,910 thousand. The handling fees paid to subsidiary’s amounting to $333 thousand for both years, respectively, which is accounted for under the finance cost.
2) The management of the Company will provide land as collateral for the application to issue secured corporate bond.
3) The Jinhua Section, Nuannuan District construction project of the Company was provided with joint and several securities for a performance guarantee of a sales contract for preconstruction homes pursuant to the Consumer Protection Act by its subsidiary, CHUWANG DEVELOPMENT CO., LTD. in June 2023. The guarantee amount was both $712,141 thousand and the actual usage amounting to $474,286 thousand and $452,566 thousand, for the years ended 2025 and 2024, respectively.
(Continued)
68
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
4) The Company provided construction land as collateral for its subsidiary to bank borrowings. As of December 31, 2025, the amount of guarantees provided was NT$125,000 thousand, and the actual amount utilized was NT$125,000 thousand.
5) The Company provided joint and several guarantees, in proportion to its ownership interests, for the bank financing facilities of its affiliates. As of December 31, 2025, the guaranteed amount was NT$1,388,906 thousand, and the amount actually utilized was NT$1,388,906 thousand.
(xi) Others
1) The Company acquired 5 pieces land including the Fuxing section, Hsinchu country in 2024, acquired 2 pieces of land including the Baoxiang section, Hsinchu county in 2023, acquired 6 pieces of land including the Baoxiang section, Hsinchu county and 9 pieces of land including the Ganlin section, Xinbei country in 2022 and acquired 43 pieces of land including the Baoxiang section, Hsinchu county in 2015 and the Milan (Sankong Spring Section) in Tamsui District in 2001, respectively. However, they are classified as farm land and are temporarily registered under the name of the key management of the Company. Also, a real estate entrust contract are entered commercial papers of an equivalent amount and are pledged to the Company.
2) The Company commissioned manpower support from its subsidiaries for the years ended December 31, 2025 and 2024 and paid a service fee of $78,957 thousand and $10,223 thousand, which is accounted for under "administrative expenses".
3) The Company entered into a contract with its subsidiaries to entrust the subsidiaries with the responsibility for the planning and advertising design of all the sales projects and the sales support for some of the sales projects. Payments to subsidiaries amounted to $55,843 thousand and $101,478 thousand for the years ended December 31, 2025 and 2024 respectively. They are accounted for as operating costs of $52,889 thousand and $84,187 thousand, respectively and operating expenses of $2,954 thousand and $17,291 thousand, respectively.
4) The Company provided support services to its subsidiaries and other related parties received service income was as follow (recognized under other gains and losses) for the years ended December 31, 2025 and 2024.
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Subsidiaries | $ 61,596 | 36,815 |
| Other related parties | 9,722 | 194,509 |
| $ 71,318 | 231,324 |
5) The Company recognized revenue of NT$33,215 thousand from transferring a sample house to its subsidiary for the years ended December 31, 2025, which is recorded under "Other gains and losses".
(Continued)
69
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
6) The Company engaged its subsidiary and other related parties to provide property management, cleaning, and other services for the years ended December 31, 2025. The related expenses, which are recorded under “Administrative expenses” are as follows:
| For the years ended December 31 | |
|---|---|
| 2025 | |
| Subsidiaries | $ 4,123 |
| Other related parties | 274 |
| $ 4,397 |
7) The Company entered into a joint investment and construction agreement with the related party, Guangtaiji Construction Co., Ltd. in the “Shizheng Aiyue” development project with an investment ratio of 30%. In addition, a joint construction deposit of NT$2,790 thousand was received and recorded under “Guarantee deposits received”.
8) The Company entered into a joint investment and construction agreement with the related party, Shangjing Industrial Co., Ltd. in the “Shizhengguandi No.2” development project with an investment ratio of 11.57%.
9) The Company entered into a joint contract with the related party, Uyi Investment Co., Ltd for the “Shizhengdibao development project”. Uyi Investment Co., Ltd held 0.4% of the land development ratio was 55%.
10) The Company entered into a joint investment and construction agreement with the related party, Qianhao Co., Ltd. in the “Shizhengdibao” development project with an investment ratio of 4.45%.
11) The Company increased the capital of its subsidiary, CHUWANG DEVELOPMENT CO., LTD and JSL Entertainment Co., Ltd. by $340,000 thousand and $50,000 thousand in May and October 2025.
(c) Key management personnel transactions
Key management personnel compensation:
| For the years ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Short-term employee benefits | $ 85,875 | 214,993 |
| Post-employment benefits | 1,098 | 1,026 |
| $ 86,973 | 216,019 |
(Continued)
70
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(8) Pledged assets:
The carrying values of pledged assets were as follows:
| Pledged assets | Pledged to secure | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Other financial assets (current and non current) | Bonds payable, pre-order price trust deposits and performance bond | $ 1,669,535 | 2,882,511 |
| Inventory-construction | Bank borrowings and short-term notes payable | 36,288,647 | 26,073,075 |
| Property, plant and equipment | Short-term notes payable and long-term borrowings | 1,134,686 | 1,179,943 |
| Investment property, net | Long-term borrowings | 803,180 | 806,300 |
| Right-of-use assets | Short-term notes payable and long-term borrowings | 932,242 | 960,251 |
| $ 40,828,290 | 31,902,080 |
(9) Significant contingent liabilities and unrecognized commitments:
(a) Significant unrecognized commitments
(i) The Company’s unrecognized contractual commitments for Property, Plant and Equipment purchase and inventory purchase were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Inventory purchased - (construction) | $ 1,222,866 | 3,308,457 |
(ii) The Company’s selling price outlined in pre-sale housing contract is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Price outlined in signed sales contracts (tax included) | $ 49,196,414 | 48,825,492 |
| Amount collected as per the contract (untaxed) | $ 6,174,741 | 6,153,116 |
(iii) As of December 31, 2025 and 2024, the refundable deposits paid, through cooperation with the landowners, amounted to $2,846,867 thousand and $1,447,805 thousand, respectively. which recognized under other current financial assets.
(iv) The Company have entered into contract of appointment for marketing planning as of December 31, 2025, the details are as follows:
| Name of project | The signing date of selling agreement | Sales period |
|---|---|---|
| Selling project-273 | 2018.10.01 | 2018.10.01~2026.06.30 |
| Selling project-307 | 2020.06.01 | From the contract date to sold out |
| Selling project-356 | 2019.01.01 | From January 1, 2019 to three months after the date of obtaining the license (extended to sold out) |
(Continued)
71
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of project | The signing date of selling agreement | Sales period |
|---|---|---|
| Selling project-367 | 2020.03.01 | Up to one month after the date of obtaining the license |
| Selling project-369 | 2019.09.14 | Up to eighteen months after the date of obtaining the license |
| Selling project-3720 | 2019.10.01 | From October 1, 2019 to one months after the date of obtaining the license (subject to extension) |
| Selling project-3820 | 2020.06 | From June 01, 2020 and ended one month after the date of obtaining the license (subject to extension) |
| Selling project-3823 | 2020.06 | From June 01, 2020 and ended one month after the date of obtaining the license (subject to extension) |
| Selling project-392-1 | 2023.01.07 | From January 7, 2023 to six month after the date of obtaining the license (subject to extension) |
| Selling project-392-2 | 2024.01.18 | 2024.01.18–2027.06.30 (subject to extension) |
| Selling project-403(8-3) | 2022.05.16 | From May 16, 2022 and ended six months after the date of obtaining the license (subject to extension) |
| Selling project-403(8-1) | 2022.06.01 | From June 1, 2022 and ended six months after the date of obtaining the license (subject to extension) |
| Selling project-403(9-1) | 2022.06.01 | From June 1, 2022 and ended six months after the date of obtaining the license (subject to extension) |
| Selling project-423 | 2022.05.01 | 2022.05.01–2026.04.30 (subject to extension) |
| Selling project-424 | 2022.12.16 | From December 16, 2022 and ended one months after the date of obtaining the license (subject to extension) |
| Selling project-425-1 | 2024.06.20 | From June 20, 2024 to June 30, 2026 (subject to extension) |
| Selling project-429 | 2022.09.15 | 2022.09.15–2026.12.31 (subject to extension) |
| Selling project-430 | 2022.10.20 | Sales start after the building license has been obtained and the sales period is ten months (subject to June 30, 2026) |
| Selling project-431 | 2022.08.16 | Sales start after the building license has been obtained and the sales period is one year (extended to April 30, 2026) |
| Selling project-432 | 2023.03.01 | From March 1, 2023 to six months after the date of obtaining the license (subject to extension) |
| Selling project-433-1 | 2024.11.09 | 2024.11.09–2026.10.31 (subject to extension) |
| Selling project-434 | 2023.07.01 | 2023.07.01–2027.12.31 (subject to extension) |
| Selling project-438 | 2023.09.20 | From September 20, 2023 to six months after the date of obtaining the license (subject to extension) |
| Selling project-439 | 2024.02.27 | 2024.02.27–2027.07.31 (subject to extension) |
| Selling project-440 | 2023.01.09 | Sales start after the building license has been obtained and the sales period is two year (subject to extension) |
| Selling project-444 | 2024.01.03 | From January 1, 2024 to six months after the date of obtaining the license (extended to extension) |
| Selling project-446 | 2024.03.01 | Sales start after the building license has been obtained and the sales period is two year (subject to extension) |
| Selling project-447 | 2023.12.29 | Sales start after the building license has been obtained and the sales period is one year (subject to extension) |
| Selling project-448 | 2024.03.19 | From March 19, 2024 and ended eighteen months after the project officially opened. (subject to December 31, 2026) |
| Selling project-456 | 2024.07.01 | 2024.07.01–2026.05.31 (subject to extension) |
| Selling project-457 | 2024.08.01 | 2024.08.01–2027.07.31 (subject to extension) |
| Selling project-458 | 2024 | 2024.07.01–2026.06.30 (subject to extension) |
| Selling project-459 | 2024.07.15 | 2024.07.15–2026.07.14 (subject to extension) |
| Selling project-460 | 2024.08.07 | 2024.08.07–2026.08.31 (subject to extension) |
| Selling project-461 | 2024.10.09 | 2024.10.09–2026.12.31 (subject to extension) |
(Continued)
72
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of project | The signing date of selling agreement | Sales period |
|---|---|---|
| Selling project-462 | 2025.02.18 | 2025.02.18~2027.12.31 (subject to extension) |
| Selling project-463 | 2025.09.28 | 2025.09.28~2028.12.31 (subject to extension) |
| Selling project-464 | 2024.10.06 | 2024.11.06~2026.05.31 |
| Selling project-465 | 2025.04.18 | 2025.04.18~2026.12.31 (subject to extension) |
| Selling project-466 | 2025.12.30 | 2025.12.30~2026.12.31 (subject to extension) |
| Selling project-470 | 2024.08.12 | 2024.08.12~2026.12.31 (subject to extension) |
| Selling project-471 | 2024.08.12 | 2024.08.12~2026.12.31 (subject to extension) |
| Selling project-474 | 2025.01.06 | Sales start after the building license has been obtained and the sales period to December 31, 2026 (subject to extension) |
| Selling project-475 | 2025.02.05 | 2025.02.05~2026.12.31 |
| Selling project-476 | 2025.03.25 | Sales start after the building license has been obtained and the sales period to September 24, 2027 (subject to extension) |
| Selling project-479 | 2025.05.01 | 2025.05.01~2026.12.31 (subject to early termination) |
| Selling project-480 | 2025.04.09 | 2025.04.09~2026.12.31 (subject to extension) |
| Selling project-482 | 2025.07.23 | 2025.07.23~2026.21.31 (subject to extension) |
| Selling project-487 | 2025.12.31 | 2026.01.01~2026.12.31 (subject to extension) |
| Selling project-487-2 | 2025.12.31 | 2026.01.01~2026.12.31 (subject to extension) |
(10) Losses Due to Major Disasters: None
(11) Subsequent Events:
The Company and Yageo Investment Co., Ltd. jointly established Baoshanlin Construction Co., Ltd. on January 13, 2026 to execute the T Changchun Section urban renewal project in Zhongshan District, Taipei City. The capital of newly established company is $400,010 thousand, with The Company contributing $268,007 thousand holding 67% of the shares.
(12) Other:
(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| By function
By item | For the years ended December 31 | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | | 2024 | | |
| | Cost of good sold | Operating expense | Total | Cost of good sold | Operating expense | Total |
| Employee benefits | | | | | | |
| Salary | 66,164 | 197,285 | 263,449 | 255,520 | 418,773 | 674,293 |
| Labor and health insurance | 3,834 | 16,226 | 20,060 | 6,550 | 15,883 | 22,433 |
| Pension | 2,837 | 5,150 | 7,987 | 4,626 | 4,557 | 9,183 |
| Remuneration of directors | - | 3,288 | 3,288 | - | 11,678 | 11,678 |
| Others | 1,373 | 11,193 | 12,566 | 2,649 | 12,441 | 15,090 |
| Depreciation | 43,936 | 75,766 | 119,702 | 30,001 | 50,546 | 80,547 |
| Depletion | - | - | - | - | - | - |
| Amortization | - | 98 | 98 | - | 291 | 291 |
(Continued)
73
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024, the average numbers of Company employees were as follows:
| 2025 | 2024 | |
|---|---|---|
| Number of employees | 109 | 144 |
| Number of directors who are not concurrently employed | 4 | 3 |
| Average employee benefit expense | $ 2,896 | 5,113 |
| Average employee salary expense | $ 2,509 | 4,782 |
| Salary | (47.53)% | (13.46)% |
| Remuneration for supervisors | $ - | - |
The Company’s salary and remuneration policy (including directors, supervisors, managers and employees) is as follows:
(i) Remuneration to Directors:
The remuneration to Board of directors of the Company are based on the Company’s overall operation performance, industry trend as well as the personal contribution toward the Company and individual performance achievements and the salary level of the same industry. The remuneration of the independent Directors shall be agreed on with fixed payment by the Board of directors in accordance with the foregoing principles and shall not involve the distribution of directors’ remuneration and all other bonuses. The Company’s article of incorporation requires a minimum of 3% will be distributed as remuneration to its employees. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
The performance of the Directors is determined on the basis of the performance evaluation method of the Board of Directors of the Company, which covers the board as a whole, the functional committees and individual members of the Directors. The evaluation methods include self evaluation, peer-to-peer assessment, entrusting external agency experts, or other appropriate means. The remuneration performance policy, performance evaluation, and the content and amount of remuneration of the directors of the Company have been established, reviewed and resolved by the Remuneration Committee and the Board of director and reported to the Shareholders’ Meeting.
(Continued)
74
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ii) Managers and employees:
The renumeration to manager and employee includes salary, bonus and employee compensation: Monthly salaries are determined by reference to the salary trends on the market, company operations and organizational structure, and by function and responsibility to balance the optimization between external competition and internal justice. The bonus and remuneration are approved in accordance with the relevant performance management measures. The relationship between individual performance and the Company’s operating performance are assessed and then providing reasonable remuneration. The Company’s article of incorporation requires a minimum of 1% will be distributed as remuneration to its employees. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The remuneration to the employees of the Company is reported to the shareholders’ meetings after being reviewed and passing the resolutions of the Remuneration Committee and the Board of directors. The remuneration system is reviewed timely in the light of the actual operating conditions and changes in the relevant regulation.
(b) The Company was searched by the prosecution unit on September 20, 2012 for suspected breach of Securities and Exchange Act. The case was investigated and closed on January 21, 2013 by the Taiwan Taipei District Prosecutors Office. Chen Qicang, the former general manager of the Company, Dong CuiHua, former head of the Finance segment of the Company (both had resigned in February 2013) and Lin Hongming were charged with alleged breaches of the Securities and Exchange Act.
The Company is not a defendant in the litigation referred to in the preceding paragraph and thus it has not been provided with bill of indictment. It was to the understanding of the Company that the loan amounting to $1,855,000 thousand were borrowed from CHINA UNITED TRUST & INVESTMENT CORPORATION by pledging land in Milan section and Shuixian section, Tamsui district as collateral. Subsequently, the Company met financial difficulties and was unable to repay the interests and principal on the loan, CHINA UNITED TRUST & INVESTMENT CORPORATION then sell the said mortgage as bad debt. The aforesaid bad debt was acquired by Qiyang Asset Management Co., Ltd. in 2005. The Company then entered into a debt settlement agreement with the creditor, Qiyang Asset Management Co., Ltd. in May 2006. By transferring the Company’s collateral pledged for the loan, the land lot at Shuixian section and building license to the creditors, the Company is exempted from repaying the principal of the said loan, its deferred interest and breach penalty. Also, an additional amount of $355,000 thousand may be obtained by the Company; As for the loan borrowed by pledging the land at Milan section, the Company has entered into a sales contract in May 2002 to the land at Milan section. Consequently in 2005, the Company entered into a tripartite agreement with the land purchaser and creditor, Qiyang Asset Management Co., Ltd. to eliminate the Company’s debts and the land purchaser of Milan section should bear the debts. The above transactions were investigated by the prosecution unit and found to be in violation of the Securities and Exchange Act and The Banking Act of The Republic of China.
However, it has been verified that the transactions relating to the above-mentioned land in the Milan and Shuixian sections were engaged between 2002 and 2006, and such transactions have been completed as of the reporting deadline. The transfer and payment of debt to the land title and related transactions have been completed. The terms of the transaction, the process and the related transaction amount, the amount of profit and loss effect have been outlined and accounted for in the notes to each financial statements for the years accordingly.
(Continued)
75
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
On August 22, 2013, the Company filed a criminal suit with civil action against Lin Hongming and others at the Criminal court of Taiwan Taipei District Court for damages compensation of $1,471,534 thousand. On July 25, 2014, the Criminal Court of Taiwan Taipei District Court ruled that the case should be referred to the Civil Court of Taiwan Taipei District Court for proceeding with a civil action.
This case was ruled by the Taiwan Taipei District Court on June 23, 2017, rejecting the Company’s claim for damages. The Company appealed the civil judgment to Taiwan High Court on July 21, 2017 and the Taiwan High Court ruled on December 4, 2019 that Lin Hongming and others were liable to pay damages of $754,462 thousand to the Company. However, the appellee, Lin Hongming and others refused the judgment and appealed to the Supreme Court. The Supreme Court then ruled on March 31, 2021 to send the case back to Taiwan High Court for hearing.
This case was ruled by Supreme Court on February 23, 2022 that criminal proceedings gained by Lin Hongming and others amounting to $446,330 thousand shall be confiscated, excluding the amount returned to victims or being requested for damages claims. Then, Lin Hongming appealed against the criminal ruling by Taiwan High Court, which was disclosed previously. The Supreme Court dismissed such appeal on July 21, 2022, so the above-mentioned criminal ruling by Taiwan High Court has been confirmed. The Company filed an application with the Taiwan Taipei District Prosecutors Office on September 22, 2022 for the return of criminal proceeds. The prosecutor has also actually detained the criminal proceeds collected by Lin Hongming, but has not yet approved the return of the criminal proceeds to the Company. The Civil court of the Taiwan High Court issued a ruling on January 30, 2024 rejecting the Company’s claim for damages, and the Company filed an appeal with the Supreme Court on March 6, 2024 after receiving such ruling. On November 5, 2024 the Company received a civil ruling from supreme Court rejecting the appeal and the Company shall not file any further appeal against the civil and the case determined.
The management of the Company has assessed that the said litigation will not have any effect of increase on loss or contingent loss on the consolidated financial statements of the Company for the twelve month period ended December 31, 2024. Accordingly, the litigation case should have no other effect on the disclosure in notes to the consolidated financial statements as of December 31, 2024.
(c) From May 6, 2025, the Taipei City Field Office of the Investigation Bureau, Ministry of Justice, conducted an investigation and search at the Company in connection with matters concerning (i) a suspected purchase by the chairman, through certain so-called strategic investors, of the Company’s shares at prices significantly below market in the private placement of common shares in 2013, and (ii) suspected manipulation of, or improper influence on, the Company’s share price during 2020. With respect to the alleged manipulation or influence on the Company’s share price during 2020, the Company received a non-prosecution disposition from the Taipei District Prosecutors Office on August 28, 2025. With respect to the alleged below-market purchase through strategic investors in the 2013 private placement of common shares, the chairman has been indicted by the Taipei District Prosecutors Office for alleged violations of Article 20, Paragraph 2, and Article 43-6, Paragraph 1 of the Securities and Exchange Act, and for offenses under Article 179, and Article 171, Paragraph 2 and Paragraph 1, Subparagraph 1 (false financial or business documents) and Subparagraph 3 (special breach of trust), as well as Article 175, Paragraph 1 (unlawful private placement). The case has been referred to legal counsel for handling, and the matter has not had any impact on the Company’s financial position or operations.
(Continued)
76
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(13) Other disclosures:
(a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company for the year ended December 31, 2025:
(i) Loans to other parties:
(In Thousands of New Taiwan Dollars)
| Number | Name of lender | Name of borrower | Account name | Related party | Highest balance of financing to other parties during the period | Ending balance | Actual usage amount during the period | Range of interest rates during the period | Purposes of fund financing for the borrower | Transaction amount for business between two parties | Reasons for short-term financing | Allowance for bad debt | Collateral | Individual lending loan limits | Maximum limit of fund financing | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| None | Value | |||||||||||||||
| 0 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | SHAN LIN HUI DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 50,000 | 50,000 | - | 3.10 | 2 | - | Operating turnover | - | Commercial paper | 50,000 | 3,285,360 | 6,570,719 |
| 0 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | SHAN LIN HUI DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 57,000 | 57,000 | - | 3.10 | 2 | - | Operating turnover | - | Commercial paper | 57,000 | 3,285,360 | 6,570,719 |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | JSL CONSTRUCTION & DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 900,000 (Note 4) | - | - | 3.00 | 1 | 13,293,897 | - | - | - | 20,498,725 | 20,498,725 | |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | JSL CONSTRUCTION & DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 900,000 | 750,000 | 130,000 | 3.00 | 1 | 20,498,725 | - | - | - | 22,126,696 | 22,126,696 | |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | JSL CONSTRUCTION & DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 800,000 | 800,000 | 800,000 | 3.00 | 1 | 21,507,649 | - | - | - | 22,126,696 | 22,126,696 | |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | Water Cube International Development Co., Ltd. | Other receivables due from related parties | Yes | 200,000 | 200,000 | 200,000 | 3.3536 | 2 | - | Operating turnover | - | - | - | 218,383 | 436,766 |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | JSL CONSTRUCTION & DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 200,000 | 200,000 | 200,000 | 3.3536 | 1 | 9,846,072 | - | - | Commercial paper | 200,000 | 9,778,327 | 9,778,327 |
| 1 | CHUWANG DEVELOP MENT CO., LTD. | JSL CONSTRUCTION & DEVELOP MENT CO., LTD. | Other receivables due from related parties | Yes | 500,000 | 500,000 | 500,000 | 3.00 | 1 | 22,126,696 | - | - | - | - | 22,126,696 | 22,126,696 |
Note 1: Pursuant to “Procedure of Loans to Other Parties” of JSL CONSTRUCTION & DEVELOPMENT CO., LTD., loans may be granted when the Board of Directors determines that there is a need for short-term financing. The aggregate amount of such loans shall not exceed 40% of the Company’s net worth as shown in its most recent financial statements, and the amount lent to any individual counterparty shall not exceed 20% of the Company’s net worth.
Overall limit for loans to others: $16,426,798 thousand × 40% = $6,570,719 thousand
Individual lending limit for loans to other parties: $16,426,798 thousand × 20% = $3,285,360 thousand
Note 2: Pursuant to “Procedure of Loans to Other Parties” of CHUWANG DEVELOPMENT CO., LTD., capital shall only be loaned to trading counterparties, the maximum amount of loan to a trading counterparties shall be the actual amount of inventory purchased or sold by the parties, and the amount of valid purchase contracts or sales contract. The limit on loans to a single party shall be the actual amount of inventory purchased or sold by the parties, and the amount of valid purchase contracts or sales contract. In addition, for parties assessed by the Board of Directors as having short-term financing needs, the total amount of funds lent shall not exceed 40% of the Company’s net worth, and the amount lent to any individual party shall not exceed 20% of the Company’s net worth.
Note 3: Financing purposes:
(1) Those with business contact, please fill in 1.
(2) Those necessary for short term financing, please fill in 2.
Note 4: The financing has been due for repayment on March 12, 2025. The funds are loaned to individual objects and the total amount of funds are calculated based on the sales dated March 12, 2025.
(Continued)
77
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
(ii) Guarantees and endorsements for other parties:
(In Thousands of New Taiwan Dollars)
| No. | Name of guarantor | Country-party of guarantee and endorsement | Limitation on amount of guarantees and endorsements for a specific enterprise | Highest balance for guarantees and endorsements during the period | Balance of guarantees and endorsements as of reporting date | Actual usage amount during the period | Property pledged for guarantees and endorsements (Amount) | Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements | Maximum amount for guarantees and endorsements | Parent company endorsements/guarantees to third parties on behalf of subsidiary | Subsidiary endorsements/guarantees to third parties on behalf of parent company | Endorsements/guarantees to third parties on behalf of companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company | ||||||||||||
| 8 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | Water Cube International Development Co., Ltd. | 2 | 16,426,798 | 125,000 | 125,000 | 125,000 | 284,574 | 0.76 % | 32,853,596 | Y | N | N |
| 8 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | HUAN YU SHANG CHENG NIVESTME HT CO., LTD. | 6 | 16,426,798 | 1,388,906 | 1,388,906 | 1,388,906 | - | 8.46 % | 32,853,596 | N | N | N |
| 8 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | SunHi Properties Co., Ltd. | 5 | 16,426,798 | 863,000 | 863,000 | 863,000 | - | 5.25 % | 32,853,596 | N | N | N |
| 8 | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | SEL TECH CO., LTD. | 5 | 16,426,798 | 863,000 | 863,000 | 863,000 | - | 5.25 % | 32,853,596 | N | N | N |
| 1 | CHUNANG DEVELOPMENT CO., LTD. | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | 7 | 10,919,152 | 712,141 | 712,141 | 474,286 | - | 65.22 % | 21,838,304 | N | Y | N |
| 2 | Shigang Construction and Development Co., Ltd. | JSL CONSTRUCTION & DEVELOPMENT CO., LTD. | 3 | 564,642 | 278,910 | 278,910 | 278,910 | 278,910 | 987.92 % | 564,642 | N | Y | N |
Note 1: There are seven conditions in which the Company may have guarantees or endorsements for other parties:
(1) Trading counterparty
(2) the Company holds more than 50% of the voting shares in the entity, directly and indirectly.
(3) The entity holds more than 50% of voting shares in the Company, directly and indirectly.
(4) the Company holds more than 90% of voting shares in the entity, directly and indirectly.
(5) An entity in the construction industry mutually guaranteed pursuant to a project contract.
(6) The stockholders of the Company provide guarantees or endorsements for the entity in proportion to percentage of ownership for joint investment.
(7) The companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for preconstruction homes pursuant to the Consumer Protection Act for each other.
Note 2: JSL CONSTRUCTION & DEVELOPMENT CO., LTD. endorsed the operation method for the total amount of guarantee s and the limit for endorsement of a single enterprise; Details are as follows:
(1) The total amount of endorsements and guarantees provided to any single entity shall not exceed 100% of the Company's net worth.
(2) The total amount of endorsements and guarantees provided to other companies shall not exceed 200% of the Company's net worth.
Note 3: Shigang Construction and Development Co., Ltd. endorsed the operation method for the total amount of guarantee s and the limit for endorsement of a single enterprise; Details are as follows:
(1) The total amount of external endorsements and/or guarantees by Shigang Construction and Development Co., Ltd. shall be limited to the amount of paid in capital of the Company.
(2) The guarantee amount for a single enterprise endorsement shall not exceed 200% of the current net value of the Company.
(3) An entity holding 100% of the voting rights directly and indirectly of the Company, its total guarantee amount cannot exceed 20 times of the net value of such entity. The guarantee for a single enterprise is limited to 20 times of the net value of such entity.
(4) Provided to other companies, the total guarantee amount of joint and several securities for a performance guarantee of a sales contract for pre-construction homes or guarantee on each parties according to contract terms between co-constructors pursuant to the Consumer Protection Act or for undertaking construction, shall not exceed tenfold of the company's net value and not more than five times of the Company's net value of the guarantee for a single enterprise.
(5) The stockholders of the Company provide the guarantees or endorsements for the entity in proportion to percentage. The total endorsement and the provisions of point No.3 shall apply to the guarantee limit of a single investee company.
(6) The amount of the cumulative endorsement and guarantee for an enterprise as a result of a business relationship shall not exceed the amount of the business transaction between such entity and the company. The business transaction amount is the higher of the purchase or sales contract between both parties or payment in recent years (business cycle).
(Continued)
78
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
Note 4: “Procedure of Loans to Other Parties” of CHUWANG DEVELOPMENT CO., LTD., outlines the total amount of guarantees and the limit for endorsement of a single enterprise; Details are as follows:
(1) The total amount of external endorsements and/or guarantees by CHUWANG DEVELOPMENT CO., LTD. shall not be more than ten times of the Company’s net value.
(2) The guarantee amount for a single enterprise endorsement shall not be more than five times of the Company’s net value.
(3) An entity holding 100% of the voting rights directly and indirectly of the Company, its total guarantee amount cannot exceed 20 times of the net value of such entity. The guarantee for a single enterprise is limited to 20 times of the net value of such entity.
(4) Provided to other companies, the total guarantee amount of joint and several securities for a performance guarantee of a sales contract for pre-construction homes or guarantee on each parties according to contract terms between co-constructors pursuant to the Consumer Protection Act or for undertaking construction, shall not exceed twentyfold of the company’s net value. The total guarantee amount for a single enterprise shall not exceed tenfold of the company’s net value.
(5) The stockholders of the Company provide the guarantees or endorsements for the entity in proportion to percentage. The total endorsement and the guarantee limit of a single investee company, the provisions of point No.3 shall apply.
(6) The amount of the cumulative endorsement and guarantee for an enterprise as a result of a business relationship shall not exceed the amount of the business transaction between such entity and the Company. The business transaction amount is the higher of the purchase or sales contract between both parties or payment in recent years (business cycle).
(iii) Securities held as of December 31, 2025 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Name of holder | Category and name of security | Relationship with company | Account title | Ending balance | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) | Carrying value | Percentage of ownership (%) | Fair value | |||||
| The Company | Preferred Shares A Judo Company | - | Financial assets at fair value through profit or loss-non current | 18,856 | 269,570 | -% | 269,570 | Note |
| The Company | Preferred Shares B Judo Company | - | " | 20,000 | 285,930 | -% | 285,930 | Note |
| The Company | preferred shares C Judo Company | - | " | 15,000 | 214,440 | -% | 214,440 | Note |
| The Company | Preferred Shares D Judo Company | - | " | 30,000 | 428,900 | -% | 428,900 | Note |
| The Company | Preferred Shares E Judo Company | - | " | 16,144 | 230,800 | -% | 230,800 | Note |
Note: Such preference shares may not be converted into ordinary shares.
(iv) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company | Related party | Nature of relationship | Transaction details | Transactions with terms different from others | Notes/Accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | Percentage of total purchases/sales | Payment terms | Unit price | Payment terms | Ending balance | Percentage of total notes/accounts receivable (payable) | ||||
| The Company | JSL CONSTRUCTION Co., Ltd. | The chairman of the entity is the Company chairman's spouse | Selling | (152,379) | (2.63)% | Periodical collection per contract | - | Same as regular transaction | 84,635 | 9.94% | |
| The Company | Hongdadi Construction Co., Ltd. | The entity's chairman is the blood relatives within the second degree of kinship of the chairman of the Company | Selling | (123,108) | (2.13)% | Periodical collection per contract | - | Same as regular transaction | 6,485 | 0.76% | |
| The Company | CHUWANG DEVELOPMENT Co., Ltd. | Subsidiary | Contractor project | 4,060,651 | 33.39% | Periodical payment per contract | - | Same as regular transaction | (925,989) | (62.58)% | |
| CHUWANG DEVELOPMENT Co., Ltd. | The Company | Parent company | Selling | (4,813,679) | (47.43)% | Periodical collection per contract | - | Same as regular transaction | 135,859 | 33.62% | Note 1 |
(Continued)
79
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of company | Related party | Nature of relationship | Transaction details | Transactions with terms different from others | Notes/Accounts receivable (payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | Percentage of total purchases/sales | Payment terms | Unit price | Payment terms | Ending balance | Percentage of total notes/accounts receivable (payable) | ||||
| CHUWANG DEVELOPMENT Co., Ltd. | JSL CONSTRUCTION Co., Ltd. | The chairman of the entity is the Company chairman's spouse | Selling | (1,594,410) | (15.71)% | Periodical collection per contract | - | Same as regular transaction | 135,677 | 33.57% | Note 1 |
| CHUWANG DEVELOPMENT Co., Ltd. | JAYSHELYN CONSTRUCTION Co., Ltd. | The director of this entity is the director of the Company | Selling | (285,510) | (2.81)% | Periodical collection per contract | - | Same as regular transaction | - | -% | Note 1 |
| CHUWANG DEVELOPMENT Co., Ltd. | CHU YUAN INDUSTRIAL Co., Ltd. | Same Chairman with the Group | Selling | (155,929) | (1.54)% | Periodical collection per contract | - | Same as regular transaction | - | -% | Note 1 |
| CHUWANG DEVELOP MENT CO., LTD. | Hangjia International Co., Ltd. | The supervisor of the entity is the director of the Company | Purchasing | 127,121 | 1.31% | Periodical payment per contract | - | Same as regular transaction | (13,329) | (0.40)% | Note 1 |
| Water Cube International Development Co., Ltd. | The Company | Parent company | Selling | (167,975) | (55.24)% | Periodical collection per contract | - | Same as regular transaction | 102,318 | 45.17% | Note 2 |
Note 1 : The purchases and sales ratio is based on the purchases and sales amount of the subsidiary, CHUWANG DEVELOPMENT Co., Ltd.
Note 2 : The sales ratio is based on the sales amount of the subsidiary, Water Cube International Development Co., Ltd.
(v) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company | Counter-party | Nature of relationship | Ending balance | Turnover rate | Overdue | Amounts received in subsequent period | Allowance for bad debts | |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| CHUWANG DEVELOPMENT Co., Ltd | JSL CONSTRUCTION & DEVELOPMENT CO., LTD | Parent company | 135,859 | 36.36 | - | - | 135,859 | - |
| × | JSL CONSTRUCTION Co., Ltd. | The chairman of the entity is the Company chairman's spouse | 135,677 | 6.47 | - | - | 135,000 | - |
| Water Cube International Development Co., Ltd. | JSL CONSTRUCTION & DEVELOPMENT CO., LTD | Parent company | 102,318 | 0.81 | - | - | 14,085 | - |
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2025 (excluding information on investees in Mainland China):
(In Thousands of New Taiwan Dollars)
| Name of investor | Name of investor | Location | Main businesses and products | Original investment amount | Balance as of December 31, 2025 | Net income (losses) of investor | Share of profit/losses of investor | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Shares (thousands) | Percentage of ownership | Carrying value | |||||||
| The Company | JSL Entertainment Co., Ltd. | Taiwan | Residential and commercial building development and leasing, real estate trading, real estate leasing, real estate commissioning, real estate selling, IT software services and third-party payment services | 84,350 | 54,350 | 8,600 | 100.00 % | 80,681 | (25,721) | (25,721) | |
| The Company | Water Cube International Development Co., Ltd | Taiwan | Real estate agency and seller, international trade, rental and leasing and agency services | 50,000 | 50,000 | 5,000 | 100.00 % | (874,694) | (63,936) | (229,356) | Note |
| The Company | Shigang Construction and Development Co., Ltd. | Taiwan | To commission construction company to build public residential housings-for rentals and sales, land developments, interior decoration design and contractor services, construction equipment, building materials, construction machinery trading and real estate operation and investments. | 245,000 | 245,000 | 30 | 100.00 % | 243,672 | 32 | 32 | |
| The Company | JSL Food Art Creation Co., Ltd. | Taiwan | Baked food manufacturer, wholesaler of food and beverage and food and beverage retailer. | 3,000 | 3,000 | 300 | 100.00 % | 19,731 | 12,967 | 12,967 | |
| The Company | JSL International Development Co., Ltd. | Taiwan | commercial building rentals and leasing, investment in public construction, real estate trading and real estate rental | 3,000 | 3,000 | 300 | 100.00 % | 10,388 | 5,052 | 5,052 | |
| The Company | CHUWANG DEVELOPMENT Co., Ltd. | Taiwan | Integrated constructions, residential and commercial building rentals and leasing, investment in public construction, real estate trading and real estate rentals | 797,350 | 457,350 | 1,000 | 100.00 % | 614,746 | 16,197 | (2,576) |
(Continued)
80
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the Financial Statements
| Name of investor | Name of investor | Location | Main businesses and products | Original investment amount | Balance as of December 31, 2025 | Net income (losses) of investor | Share of profit/losses of investor | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2024 | Shares (thousands) | Percentage of ownership | Carrying value | |||||||
| The Company | SHAN LIN HUI DEVELOPMENT CO., LTD. | Taiwan | Residential and commercial building development and leasing, real estate trading, new town development, new community development, urban renewal and reconstruction, and urban renewal maintenance services | 270,000 | - | 25,000 | 50.00 % | 248,098 | (3,805) | (1,902) | |
| The Company | HUAN YU SHANG CHENG INVESTMENT CO., LTD. | Taiwan | Residential and commercial building development and leasing, investment in public construction, real estate trading and real estate rental. | 940,000 | - | 94,000 | 47.00 % | 938,024 | (19,523) | (9,176) |
Note: Recognized in other current liabilities, others.
(c) Information on investment in mainland China: None
(14) Segment information:
Please refer to the consolidated financial statement for the year ended December 31, 2025.
81
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of cash and cash equivalents
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(a), for details.
82
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of inventories
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount |
|---|---|---|
| Prepayment for land purchases | Daitianfu section of Jilong City | $ 524,085 |
| Others | 1,000 | |
| Subtotal | 525,085 | |
| Land held for construction site | Haitian Section, Tamsui District, New Taipei City | 227,794 |
| Ganlin section of New Taipei City | 542,701 | |
| Baoxiang Section at Hsinchu county | 1,553,919 | |
| Wen zi zhen | 562,236 | |
| Bancui section of New Taipei City | 174,073 | |
| Wuguwang section of New Taipei City | 1,343,068 | |
| Shen'ao section of Keelung City | 715,236 | |
| Gaofeng section of Hsinchu county | 113,692 | |
| Fuxing section of Hsinchu county | 585,493 | |
| Zhongxing Section of New Taipei City | 1,873,199 | |
| Guangxing Section of Hsinchu County | 206,833 | |
| Longjhung Section of Kaohsiung City | 734,158 | |
| Tiaohe Section of Keelung City | 1,591,318 | |
| Zhunzihyao Section of Kaohsiung City | 1,213,621 | |
| Others | 158,201 | |
| Subtotal | 11,595,542 | |
| Construction in progress | Urban renewal at Chengde Road | 3,194,490 |
| Baoxiang Section at Hsinchu country | 6,281,934 | |
| Jiangcui section of New Taipei City | 613,211 | |
| Bancui section of New Taipei City | 1,443,420 | |
| Xindu Section, New Taipei City | 1,508,751 | |
| Wuguwang section, New Taipei City | 5,075,864 | |
| Jinhua section of Jilong City | 2,074,608 | |
| Shanjie section of Taoyuan City | 1,238,075 | |
| Zhongshan Section of New Taipei City | 3,434,258 | |
| River Palace | 280,744 | |
| Others | 118,558 | |
| Subtotal | 25,263,913 | |
| Buildings and land held for sale | Ocean Palace | 890,912 |
| Garden Palace | 1,482,363 | |
| Subtotal | 2,373,275 | |
| Total | $ 39,757,815 |
83
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of other current financial assets
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount | Note |
|---|---|---|
| Restricted time deposits | $ 1,516,367 | pre-order price trust deposits and deposit of corporate bond |
| Co-construction guarantee deposit and others | 3,047,750 | |
| $ 4,564,117 |
84
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of short-term borrowings
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Type of loan | Note | Balance at December 31 | Contract Period | Range of interest rates | Collateral or pledge | Note |
|---|---|---|---|---|---|---|
| Mortgage loans | Financial institutions | $ 1,456,126 | 2014.06.21~2026.12.31 | 2.725%~2.875% | Construction in progress | |
| n | Financial institutions | 459,610 | 2021.11.23~2026.03.09 | 2.830% | Construction in progress | |
| n | Financial institutions | 370,480 | 2022.05.20~2026.04.22 | 2.830% | Construction in progress | |
| n | Financial institutions | 362,540 | 2020.11.10~2026.07.15 | 2.860%~2.950% | Construction in progress | |
| n | Financial institutions | 725,000 | 2020.04.17~2027.03.31 | 2.877%~3.093% | Construction in progress | |
| n | Financial institutions | 403,161 | 2021.06.29~2026.06.29 | 2.740%~3.500% | Construction in progress | |
| n | Financial institutions | 733,386 | 2021.10.22~2026.04.22 | 3.120%~3.320% | Construction in progress | |
| n | Financial institutions | 721,880 | 2022.01.21~2027.01.21 | 2.675%~3.100% | Construction in progress | |
| n | Financial institutions | 797,823 | 2023.05.29~2028.05.29 | 3.569%~3.726% | Construction in progress | |
| n | Financial institutions | 1,645,000 | 2024.05.13~2026.05.13 | 2.846% | Land held for construction site | |
| n | Financial institutions | 769,880 | 2025.07.25~2026.07.25 | 3.625% | Construction in progress | |
| n | Financial institutions | 102,220 | 2023.09.12~2026.09.12 | 3.375% | Land held for construction site | |
| n | Financial institutions | 150,000 | 2024.05.28~2026.05.28 | 3.375% | Land held for construction site | |
| n | Financial institutions | 338,000 | 2025.10.09~2027.10.09 | 3.375% | Land held for construction site | |
| n | Financial institutions | 87,420 | 2023.09.12~2028.06.30 | 3.175% | Land held for construction site | |
| n | Financial institutions | 185,000 | 2024.03.31~2030.03.31 | 3.100% | Construction in progress | |
| n | Financial institutions | 1,200,000 | 2025.02.17~2031.02.17 | 3.075% | Land held for construction site | |
| n | Financial institutions | 400,000 | 2025.01.22~2026.01.22 | 3.510% | Land held for construction site | |
| n | Financial institutions | 274,150 | 2025.01.14~2030.01.14 | 3.075% | Land held for construction site | |
| n | Financial institutions | 863,000 | 2025.07.30~2040.07.30 | 3.250% | Land held for construction site | |
| n | Financial institutions | 102,890 | 2023.06.17~2026.06.17 | 3.120% | Land held for construction site | |
| n | Financial institutions | 80,820 | 2025.08.09~2028.08.09 | 3.760% | Land held for construction site | |
| n | Financial institutions | 391,900 | 2025.08.09~2028.08.09 | 3.100% | Land held for construction site | |
| n | Financial institutions | 414,131 | 2023.03.30~2028.05.28 | 2.740%~3.125% | Buildings and land held for sale | |
| n | Financial institutions | 300,000 | 2025.06.02~2031.03.07 | 2.740% | Construction in progress | |
| n | Financial institutions | 5,439,000 | 2023.06.30~2028.06.30 | 3.508%~3.608% | Land held for construction site, Construction in progress | |
| n | Joint loan case hosting fee | (61,830) | ||||
| 18,711,587 | ||||||
| Credit loans | Financial institutions | 31,247 | 2025.08.27~2026.02.23 | 3.140% | None | |
| n | Financial institutions | 268,501 | 2025.12.26~2026.06.30 | 3.180% | n | |
| n | Financial institutions | 80,000 | 2025.12.29~2026.03.23 | 3.208% | n | |
| n | Financial institutions | 523,490 | 2025.06.03~2026.08.14 | 3.066%~3.254% | n | |
| n | Financial institutions | 200,000 | 2025.12.08~2026.05.08 | 3.135% | n | |
| n | Financial institutions | 57,500 | 2024.08.26~2026.08.26 | 2.850% | n | |
| n | Financial institutions | 160,000 | 2025.06.25~2026.06.25 | 3.125% | n | |
| n | Financial institutions | 150,000 | 2025.12.23~2026.06.21 | 3.125% | n | |
| n | Financial institutions | 200,000 | 2025.09.18~2026.09.09 | 3.250% | n | |
| n | Financial institutions | 240,000 | 2024.11.29~2026.11.29 | 2.930% | n | |
| n | Financial institutions | 607,410 | 2025.10.30~2026.10.30 | 2.528% | n | |
| 2,518,148 | ||||||
| $ 21,229,735 |
85
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of short-term bills payable
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Guarantee or acceptance institution | Contract Period | Range of interest rates | Balance at December 31 | Note | ||
|---|---|---|---|---|---|---|---|
| Amount | Unamortized discount on commercial papers payable | Amount | |||||
| Short-term notes payable | Financial institutions | 2025.11.24–2026.03.20 | 3.538% | $ 513,000 | (547) | 512,453 | - |
| 〃 | 〃 | 2025.11.24–2026.02.11 | 3.338% | 524,000 | (527) | 523,473 | - |
| 〃 | 〃 | 2025.11.24–2026.02.11 | 3.538% | 437,500 | (466) | 437,034 | - |
| 〃 | 〃 | 2025.12.22–2026.03.20 | 2.966% | 588,000 | (2,294) | 585,706 | - |
| 〃 | 〃 | 2025.11.05–2026.02.03 | 3.058% | 144,700 | (36) | 144,664 | |
| 〃 | 〃 | 2025.12.18–2026.03.18 | 3.500% | 611,400 | (2,697) | 608,703 | |
| $ 2,818,600 | (6,567) | 2,812,033 |
Statement of contract liabilities - current
Please refer to Note 6(w), for details.
86
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of bonds payable
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Name of bond | Trustee | Issuance date | Interest payment date | Total amount | Amount paid | Balance at December 31 | Less: current portion | Carrying amounts | Repayment | Collateral |
|---|---|---|---|---|---|---|---|---|---|---|
| Secured ordinary corporate bond | Financial institutions | 2021.11 | Annual payment | $ 600,000 | - | 600,000 | (600,000) | - | One time payment at maturity | Bank guarantee |
| n | Financial institutions | 2022.01 | n | 500,000 | (500,000) | - | - | - | One fifth of the total amount is repaid after one year, one fifth of the total amount is repaid after two years, and three fifths of the total amount is repaid after three years for the paydown on maturity date. | Bank guarantee |
| n | Financial institutions | 2023.09 | n | 270,000 | (81,000) | 189,000 | (189,000) | - | 15% of the total amount is repaid after one year, 15% of the total amount is repaid after two years, and 70% of the total amount is repaid after three years for the paydown on maturity date. | Bank guarantee and land held for construction site (provided by subsidiary) |
| n | Financial institutions | 2024.07 | n | 500,000 | - | 500,000 | - | 500,000 | One time payment at maturity | Bank guarantee and land (provided by management) |
| Unsecured ordinary corporate bond | Financial institutions | 2022.07 | n | 500,000 | (500,000) | - | - | - | One time payment at maturity | None |
| n | Financial institutions | 2025.10 | n | 3,000,000 | - | 3,000,000 | - | 3,000,000 | One time payment at maturity | None |
| $ 5,370,000 | 1,081,000) | 4,289,000 | (789,000) | 3,500,000 |
87
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of operating revenue
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(w), for details.
Statement of operating costs
| Item | Description | Amount | Note |
|---|---|---|---|
| Cost of services contracts | Selling projects | $ 966,788 | |
| Construction cost | Construction projects | 2,876,273 | |
| Cost of rental sales | Depreciation of investment property | 3,120 | |
| $ 3,846,181 |
Statement of selling expenses
| Item | Description | Amount | Note |
|---|---|---|---|
| Wage and salaries | $ 98,149 | ||
| Advertisement expense | 177,868 | ||
| Other expenses | 19,749 | ||
| $ 295,766 |
88
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of administrative expenses
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount | Note |
|---|---|---|---|
| Wages and salaries | $ 102,424 | ||
| Insurance expense | 12,389 | ||
| Entertainment expense | 7,091 | ||
| Donation | 20,470 | ||
| Taxes | 79,496 | ||
| Depreciation | 75,696 | ||
| Employee benefits | 8,688 | ||
| Professional service fees | 17,686 | ||
| Other expenses | 80,148 | ||
| $ 404,088 |
Statement of other revenues
Please refer to Note 6(y), for details.
89
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of other gains and losses, net
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(y), for details.
Statement of finance costs
Please refer to Note 6(y), for details.